Fujitsu 2011 Annual Report Download - page 138

3) Overview of the Transaction including its Objectives
To meet customers’ diversifying ICT needs in a timely fashion and strengthen the Technology Solutions business, including
platforms and ICT solutions, for medium-size businesses in Japan, the Company allotted treasury stock to shareholders of FJB in
exchange for common stock of FJB on August 1, 2009. As a result, FJB became a wholly owned subsidiary of the Company and
the common stock of FJB was delisted from the First Section, Tokyo Stock Exchange on July 28, 2009.
2. Summary of Accounting Procedure
As the share exchange falls under the category of transaction with minority shareholders based on “Transactions under common
control and others” described in Japanese accounting standards, the interest in the additional shares of the subsidiary acquired
through the transactions was deducted from minority interests, and the difference between that amount and the additional invest-
ment amount was treated as goodwill.
3. Information Concerning the Additional Acquisition of Shares in the Subsidiary
1) Acquisition cost and breakdown
Yen (millions)
Acquisition cost: ¥21,464
Value of Fujitsu shares: ¥21,449 million; Direct acquisition costs: ¥15 million; All shares used in exchange were treasury stock
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.
Number and valuation of shares distributed: 42,983,290 shares ¥21,449 million
4. Amount of Negative Goodwill; Reason for Recognition; Amortization Method and Period
Amount of Negative Goodwill: ¥6,816 million
Reason for Recognition: The fair value of the net assets of the acquired company at the time of the
business 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 Dives-
titures; 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 competi-
tion 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 capa-
bilities accumulated by the Company with their own technologies, would be better able to compete in the current severe busi-
ness 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
136 FUJITSU LIMITED ANNUAL REPORT 2011
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS