Fujitsu 2010 Annual Report Download - page 134

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2) Exchange Ratio for each Type of Shares; Method for Calculating the Exchange ratio ; Number and Valuation of Shares Distributed
Exchange ratio for each type of shares: Each common share of FJB exchanged for 3.50 common shares of Fujitsu.
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.
Yen U.S. Dollars
(millions) (thousands)
Number and valuation of shares distributed: 42,983,290 shares ¥21,449 $230,634
4. Amount of Negative Goodwill; Reason for Recognition; Amortization Method and Period
Yen U.S. Dollars
(millions) (thousands)
Amount of negative goodwill: ¥6,816 $73,290
Reason for recognition: The fair value of the net assets of the acquired company at the time of the busi-
ness combination exceeded the acquisition cost, and the difference between
these values is recognized as negative goodwill.
Amortization method, period: Straight-line method over 5 years
[Business Divestitures]
n Transfer of Hard Disk Drive (HDD) Businesses
1. Names of the Transferees; Business Description of the Separated Businesses; Principal Reasons for Carrying Out the Business Divestitures;
Date of Business Divestitures; Overview of the Business Divestitures Including Their Legal Form
1) Names of the Transferees
HDD drive business: Toshiba Corporation (“Toshiba”)
HDD media business: Showa Denko K.K. (“Showa Denko”)
2) Business Description of the Separated Businesses
Business description: Design, development, manufacture and sales of HDDs
3) Principal Reasons for Carrying Out the Business Divestitures
The HDD market continued to be exposed to severe business conditions, including a worldwide intensification of price competition
and a contraction of overall demand. The Company decided to carry out these business divestitures based on its judgment that the
respective transferees of the businesses, through the integration of the technical expertise and developmental capabilities accumu-
lated by the Company with their own technologies, would be better able to compete in the current severe business environment
and thus support and grow these operations.
4) Date of the Business Divestitures
HDD drive business: October 1, 2009
HDD media business: July 1, 2009
5) Overview of the Business Divestitures including their Legal Form
HDD drive business: The Company established Toshiba Storage Device Corporation (“Toshiba Storage Device”) to prepare for the
transfer of the HDD drive business. On October 1, 2009, the Company carried out a corporate split and com-
pleted the transfer of all rights and obligations in the drive business to Toshiba Storage Device, and the
transfer of Toshiba Storage Device shares to Toshiba. In addition, a new company established out of the HDD-
related business of Yamagata Fujitsu Limited, along with the Company’s HDD manufacturing subsidiaries,
Fujitsu (Thailand) Co., Ltd., and Fujitsu Computer Products Corporation of the Philippines became subsidiaries
of Toshiba Storage Device. The Company’s HDD sales and marketing offices outside Japan, with the excep-
tion of some offices in certain regions, were integrated into Toshiba’s overseas business operations.
132 FUJITSU LIMITED Annual Report 2010
Notes to Consolidated Financial Statements