Fujitsu 2007 Annual Report Download - page 93

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(3) Beginning and period of the tender offer
Under conditions of the approval of French authorities, the beginning and the period of the tender offer
are as follows:
Beginning: Early July, 2007 (plan)
Period: Approximately 1 month (plan)
(4) Prerequisite for completing the tender offer
Subscription of 66.67% or more of the issued shares and issued warrants
Reference (GFI): approximately 46,339 thousand issued shares at January 31, 2007
approximately 7,854 thousand issued warrants at January 31, 2007
(5) Proposed purchase price of shares under the tender offer
Shares of GFI : =
C8.5 per share
Warrants of GFI : =
C3.15 per warrant
(6) Cash needed for the purchase
Approximately =
C419.0 million (¥67.4 billion) at maximum; means of financing not yet determined.
The amount stated above is calculated assuming that no warrants were exercised until the completion
of the purchase.
2. Appropriation of the Company’s other capital surplus
At the board of directors meeting held on May 24, 2007, the Company resolved an appropriation of the
Company’s “Other capital surplus” and “Other retained earnings” which is prescribed in the second sen-
tence of Article 452 applied pursuant to Article 459 (1) of the Japanese Corporate Law, based on Article
41 of the Company’s article of association. As a result, in the non-consolidated financial statements,
“Other capital surplus” decreased by ¥240,464 million (US$2,037,831 thousand) and “Other retained
earnings” increased by the same amount. Accordingly, in the consolidated financial statements, “Capital
surplus” decreased by ¥240,464 million (US$2,037,831 thousand), and “Retained earnings” increased by
the same amount.
<Objectives>
The Company recognized a significant amount of net loss after recognizing a devaluation loss mainly on
the shares of its UK subsidiary, Fujitsu Services Holdings PLC (“FS”) for the year ended March 31,
2007. The objectives for the items stated above are to eliminate the accumulated deficit in the non-
consolidated accounts that resulted from this revaluation of shares.
The Company had been using the standard of valuing the shares of FS under the assumption of
selling its shares after publicly listing. The Company positioned FS as the pillar of the Fujitsu Group’s IT
services business in the EMEA region and changed its basic stance with respect to its shareholdings in FS
in the year ended March 31, 2007. Accordingly, the Company recognized the devaluation loss since
recoverable value of the expected net assets within 5 years is not likely to exceed the acquisition cost.
Annual Report 2007 91