Tokyo, Japan, May 12, 2008 - (JCN Newswire) - Fujitsu Limited announced today that it will spin
off, through a simple absorption-type separation, its photonics manufacturing division and
photonics product development division for the Japanese market and transfer the divisions to
its wholly owned subsidiary, Fujitsu Access Limited, as of July 1, 2008. The decision was made
at a meeting of the Board of Directors today.
Since the spinoff is a simple separation in which the successor company is a wholly owned
subsidiary of Fujitsu, the items for disclosure have been simplified to the following.
1. Objectives of the Corporate Spinoff
Fujitsu has been considering how best to allocate the management resources of its photonics
business in order to further accelerate product development and promote manufacturing
innovation, product quality and greater efficiency in its business operations. In conjunction
with this, the company has decided to spin off its photonics manufacturing and Japan photonics
product development divisions.
Capitalizing on the technology and know-how it has accumulated over many years, Fujitsu has
developed a globally competitive photonics business. In recent years, however, product develop
cycles have become shorter as a result of growing demand for higher-speed, higher-capacity,
multifunctional solutions, and the market environment is becoming increasingly challenging. Particularly with regard to the Japanese market, customers are demanding more diverse and
sophisticated products, and competition is intensifying in regard to carriers'deployment plans
for next-generation networks. Up to now, the Fujitsu Group has developed these businesses by
dividing responsibility, with Fujitsu Limited responsible for backbone networks and Fujitsu
Access responsible for access networks. As the market has evolved, however, the boundary
between backbone and access networks has become increasingly blurred. Believing that it was
essential to combine the technological and manufacturing know-how of Fujitsu and Fujitsu Access
into a more unified structure, Fujitsu announced on April 28, 2008 its plan to merge its
photonics manufacturing division and Japan photonics product development division with the
photonics business of Fujitsu Access.
At today's Board of Directors Meeting, upon careful consideration, it was formally decided to
spin off and merge Fujitsu Limited's photonics manufacturing division and Japan photonics
product development division into Fujitsu Access through a simple absorption-type separation
and to change the name of Fujitsu Access to Fujitsu Telecom Networks Limited at the same
time.
By establishing through this spinoff a flexible business structure for the Fujitsu Group's
photonics business that encompasses development through manufacturing, Fujitsu will accelerate
the development and manufacturing of high-quality products and offer its customers products
that respond to their needs.
2. Outline of the Corporate Spinoff
(1) Schedule
May 12, 2008 Board of Directors meeting to approve spinoff contract
May 12, 2008 Signing of spinoff agreement
July 1, 2008 (scheduled) Scheduled date of spinoff (effective date of spinoff)
This corporate spinoff, pursuant to Article 784 (3) of the Corporate Law, will be executed
without the requirement of the approval of a General Meeting of the Shareholders as stipulated
under Article 783 (1) of the Corporate Law. (Simple Absorption-type Separations).
(2) Method
Fujitsu Limited will be the transferor company and Fujitsu Access Limited will be the
successor company (Simple Separation).
(3) Decrease in Capital, etc. Resulting from the Spinoff
There will be no decrease in capital, etc. resulting from the spinoff.
(4) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants
Fujitsu Limited (the transferor company) has issued share purchase warrants and bonds with
share purchase warrants, but these warrants will not be affected by the transfer.
(5) The Rights and Obligations Transferred to Successor Company
On the date of the spinoff, Fujitsu Limited will transfer to the successor company all assets,
liabilities, and accompanying rights and obligations of Fujitsu Limited's photonics
manufacturing division and photonics product development division for the Japanese market. The
employment contracts of the employees in the transferred divisions will not be subject to the
transfer.
(6) Ability to Fulfill Obligations
Fujitsu believes that, in relation to this spinoff, all debt obligations of Fujitsu Limited
and of the successor company can be fulfilled.
For the'Overview of Transferor and Successor Companies', Overview of Business Divisions to Be
Spun Off'and further details, please visit http://www.fujitsu.com/global/news/
About Fujitsu Ltd
Fujitsu is a leading provider of IT-based business solutions for the global marketplace. With
approximately 160,000 employees supporting customers in 70 countries, Fujitsu combines a
worldwide corps of systems and services experts with highly reliable computing and
communications products and advanced microelectronics to deliver added value to customers. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 5.3
trillion yen (US$53 billion) for the fiscal year ended March 31, 2008. For more information,
please visit www.fujitsu.com .
Source: Fujitsu Ltd
Contact:Press Contacts
Fujitsu Limited
Public and Investor Relations
http://www.fujitsu.com/global/news/contacts/
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