Fujitsu 2009 Annual Report Download - page 124

(v) Overview of the Business Separations including their Legal Form
The Company will transfer rights and obligations related to the HDD drive business to the newly established Toshiba Storage Device
Corporation (“Toshiba Storage Device”) through a corporate split (Simple Absorption-type Split) on August 1, 2009 (tentative). Upon
completion of the transfer, the new company established out of the HDD-related business of Yamagata Fujitsu Limited, along with the
Company’s HDD manufacturing subsidiaries, Fujitsu Computer Products Corporation of the Philippines and Fujitsu (Thailand) Co., Ltd.,
will become wholly owned subsidiaries of Toshiba Storage Device. The Company’s sales and marketing offices outside of Japan, with
the exception of some offices in certain regions, will be transferred to Toshiba’s overseas business operations. To facilitate the transfer,
the Company will hold a stake of 19.9% in Toshiba Storage Device before it will become a wholly owned subsidiary of Toshiba by the
end of December 2010.
The value of the transfer is expected to be approximately ¥30 billion. Toshiba’s 80.1% ownership of Toshiba Storage Device is expected
to be valued at approximately ¥24 billion (at the time of scheduled transfer in August 2009) and the remaining 19.9% ownership
valued at approximately ¥6 billion (to be held until the end of December 2010). However, there is the possibility that these values may
be adjusted upon completion of the transfer. Toshiba Storage Device will assume net debt of approximately ¥6 billion. This figure has
been excluded from the ¥30 billion value of the transfer.
HDD media business:
The Company will establish a new company to succeed the HDD media business of Yamagata Fujitsu Limited. All of the shares in the
new company will be transferred to Showa Denko.
3. Shift of a Consolidated Subsidiary to a Wholly Owned Subsidiary through a Share Exchange
The Company concluded an agreement to convert Fujitsu Business System Ltd. (“FJB”) into a wholly owned subsidiary of the Company
through a share exchange. The agreement was approved by the Company’s Board of Directors’ meeting held on May 21, 2009. August 1, 2009
will be effective date for share exchange after an approval at FJB’s annual shareholders’ meeting held at June 23, 2009. The Company plans
to carry out a simple share exchange without an approval at its shareholders’ meeting according to Article 796-3 of Japanese Corporate Law.
Prior to the planned effective date of the share exchange, the procedures will be taken to delist FJB’s common stock from the Tokyo Stock
Exchange (“TSE”). The final expected trading date will be July 27, 2009.
1) Names and Business Description of the Companies under Business Combinations; Legal Form of the Business Combination and Overview
of Transaction Including its Objectives
(1) Names and Business Description
(i) Names of the Companies under Business Combination
Fujitsu Limited, Fujitsu Business System Ltd.
(ii) Business Description
Comprehensive services including consultation, network integration, software development, installation and maintenance
(2) Legal Form of the Business Combination and the Names of the Companies Subsequent to the Combination
Share exchange
There will be no change in the names of the companies upon the share exchange.
(3) Overview of the Transaction Including its Objectives
To meet customers’ diversifying IT needs in a timely fashion and strengthen the Technology Solutions business, including platforms
and IT solutions, for medium-size businesses in Japan, the Company will allot treasury stock to shareholders of FJB in exchange for
common stock of FJB. As a result, FJB will become a wholly owned subsidiary of the Company and the common stock of FJB will be
delisted from the TSE on July 28, 2009.
122 ANNUAL REPORT 2009
FUJITSU LIMITED
Notes to Consolidated Financial Statements