Fujitsu 2009 Annual Report Download - page 125

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2) Summary of Accounting Procedure
As the share exchange falls under the category of transaction with minority shareholders under “common control and other transac-
tions” described in Japanese accounting standards, the interest in the additional shares of the subsidiary acquired through the transac-
tions will be deducted from minority interests, and the difference between that amount and the additional investment amount will be
treated as goodwill.
3) Information Concerning the Additional Acquisition of Shares in the Subsidiary
(1) Exchange Ratio for Each Type of Shares and Approach to Calculating the Exchange Ratio
(i) Types of Shares and the Exchange Ratio
Under the contract, 3.50 shares of the Company’s common stock will be allotted for each share of FJB common stock. Shares will not
be allotted for the 13,922,590 FJB common stocks the Company already owns. The Company plans to use the treasury stock already
held or to be acquired by the effective date of the exchange to carry out the share exchange and complete the allotment of
43,998,377 shares of its stock. Therefore, the Company does not plan to issue new shares to complete the share exchange.
(ii) Method for Calculating the Exchange Ratio
The Company and FJB decided on the exchange ratio after considerable study based on analysis and advice from independent
advisors to calculate the share exchange ratio.
(2) Date of the Share Exchange
Expected date of the share exchange (Effective date): August 1, 2009 (tentative)
4. Purchase of Treasury Stock
For the share exchange stated above No. 3, the Company resolved a purchase of treasury stock at the Board of Directors held on May 21, 2009
in accordance with Article 156 applied by reading of terms pursuant to the provisions of Article 165(3) of Japanese Corporate Law. The details
are as follows:
Details on the Purchase of Treasury Stock
(1) Objectives for Purchase
The Company purchased its treasury stock to allocate its shares to the shareholders of Fujitsu Business System Ltd. (”FJB“) in order to
convert FJB into a wholly owned subsidiary through share exchange.
(2) Details on Purchase
Method of purchase From open market
Class and numbers of shares to be purchased Common stock, 43,683,000 shares
Amount of cash to be paid for treasury stock purchase ¥21,763 million ($222,071 thousand)
Dates for treasury stock purchase June 1 and 5, 2009
The purchase of own shares, approved by the Board of Directors on May
21, 2009, was completed with the shares purchased on June 5, 2009.
FACTS & FIGURES Notes to Consolidated Financial Statements
123
ANNUAL REPORT 2009
FUJITSU LIMITED