TIDMFUJ
RNS Number : 5610D
Fujitsu Ld
30 April 2013
Fujitsu Limited
April 30, 2013
Fujitsu to Sell Microcontroller and Analog Device Business to
Spansion
Tokyo, April 30, 2013 - Fujitsu Limited today announced that,
Fujitsu Semiconductor Limited (FSL), at FSL's board of directors
meeting held today, has decided to enter into a definitive
agreement to sell its microcontroller and analog business to
California-based Spansion LLC and affiliates (Spansion). Fujitsu,
at its own board of directors meeting today, has also approved
FSL's decision.
1. Background
In accordance with the restructuring and new direction of
Fujitsu's semiconductor business announced on February 7, 2013,
Fujitsu and FSL have considered an entire range of possibilities
with respect to FSL's microcontroller and analog business, with the
aim of offering a stable supply of products to customers and
enabling the business to develop. As a result of this process, they
have decided that their best option is to sell the business to
Spansion, which is a leading designer, manufacturer and developer
of Flash memory semiconductors, and they have now entered into a
definitive agreement to do so.
2. Overview of the business transfer
In accordance with the agreement concluded, FSL's
microcontroller and analog business in Japan, together with the
microcontroller and analog business in Japan operated by Fujitsu
VLSI Limited and Fujitsu Microelectronics Solutions Limited, which
are subsidiaries of FSL, will first be absorbed by Fujitsu Limited.
Fujitsu will transfer the business into a new company to be
established by FSL, and then all of the shares in the new company
will be transferred to one of Spansion subsidiaries in Japan, Nihon
Spansion Limited. The assets of the microcontroller and analog
business outside Japan, as well as FSL's intellectual property and
product inventory related to the microcontroller and analog
business, will be transferred to Spansion.
With regards to sales and marketing in Japan, Fujitsu
Electronics Inc., a subsidiary of FSL, will continue to support
customers in Japan as a distribution agent of Spansion. FSL will
also be commissioned to manufacture microcontroller and analog
products by Spansion.
FSL and Spansion will continue to cooperate in the establishment
of the new company and the smooth transfer of control over the
microcontroller and analog business.
3. Overview of the Transferor
Fujitsu Semiconductor Limited
(1) Location of head office: Yokohama, Kanagawa, Japan
(2) President: Haruki Okada
(3) Year established: March 2008
(4) Shareholders' equity: 60.0 billion yen
(5) Fiscal year: April 1 to March 31
(6) Employees: 4,266 employees (as of March 2013,
on an unconsolidated basis)
(7) Business description: Design, development, manufacturing,
and sale of LSI products, including
microcontrollers, ASICs, ASSPs,
and power supply ICs, and provision
of highly reliable and optimized solutions
to meet customers' varied needs.
(8) Annual sales: 289.6 billion yen (fiscal 2012)
(9) Shareholders: Fujitsu Limited, 100% shareholder
Fujitsu VLSI Limited
(1) Location of head office: Kasugai, Aichi, Japan
(2) President: Youji Hino
(3) Year established: October 1983
(4) Shareholders' equity: 480 million yen
(5) Fiscal year: April 1 to March 31
(6) Employees: 667 employees (as of March 2013,
on an unconsolidated basis)
(7) Business description: Design and development of System LSI,
ASIC, Design and development of MCUs,
including automotive MCUs and analog LSI,
LSI technology development
(8) Annual sales: 8.2 billion yen (fiscal 2012)
(9) Shareholders: Fujitsu Semiconductor Limited,
100% shareholder
Fujitsu Microelectronics Solutions Limited
(1) Location of head office: Yokohama, Kanagawa, Japan
(2) President: Haruyoshi Yagi
(3) Year established: October 2003
(4) Shareholders' equity: 200 million yen
(5) Fiscal year: April 1 to March 31
(6) Employees: 569 employees (as of March 2013,
on an unconsolidated basis)
(7) Business description: Development of system LSI hardware/software
and system solutions based on leading-edge
semiconductor technology
(8) Annual sales: 7.7 billion yen (fiscal 2012)
(9) Shareholders: Fujitsu Semiconductor Limited,
100% shareholder
4. Overview of Business Being Sold
(1) Sales price
The sales price of the microcontroller and analog business is
approximately 10.9 billion yen (approximately US$110 million at an
exchange rate of 99 yen/US dollar) and the sales price of related
inventory is approximately 6.4 billion yen (approximately US$65
million at the same exchange rate as above).
(2) Number of employees to be transferred
In accordance with the agreement concluded, a number of
employees, mainly in the microcontroller and analog business, will
be transferred from Fujitsu Semiconductor Limited to Spansion. The
number of transferred employees is projected to be approximately
1,000.
(3) Sales of the business (fiscal 2012)
(a) microcontroller (b) Fujitsu Limited Ratio (a)/(b)
and analog business consolidated net
sales
------ --------------------- -------------------- -------------------
Sales JPY 55.0 billion JPY 4,381.7 billion 1.3%
(approx.) (approx.)
------ --------------------- -------------------- -------------------
5. Schedule
April 30, 2013: Final agreement concluded
2nd quarter (July - September) of fiscal 2013 (expected):
Closing
6. Overview of the Transferee(s)
Spansion LLC and affiliates (Spansion)
(1) Corporate name: Spansion Inc.
(2) Position of the group: Holding Company of the Spansion group
(3) Location of head office: Sunnyvale, California, USA
(4) Chief Executive Officer: John H. Kispert
(5) Year established: November 22, 2005
(6) Capital stock: US$58 thousand (as of December 30, 2012)
(7) Fiscal year: January to December
(8) Employees: 2,838 (as of December 30, 2012
(9) Business description: A leading designer, manufacturer and developer
of Flash memory semiconductors and related
memory solutions
(10) Annual sales: US$915.9 million (fiscal 2012)
(11) Fujitsu relationship: No significant capital ties or
personal relationships
(1) Corporate name: Nihon Spansion Limited
(2) Position of the group: A wholly owned Japanese subsidiary of Spansion LLC.
(3) Location of head office: Kawasaki, Kanagawa, Japan
(4) Representative: Randy W. Furr
Representative Director on the board of
directors of Nihon Spansion Limited
(5) Year established: January 4, 2010
(6) Capital stock: 252.5 million yen (as of December 30,
2012)
(7) Fiscal year: January to December
(8) Employees: 90 (as of December 30, 2012)
(9) Business description: Design, marketing, promotion, distribution
and sale of semiconductor parts and
components and devices.
(10) Annual sales: US$22.4 million (fiscal 2012)
(11) Fujitsu relationship: No significant capital ties or
personal relationships
7. Impact on Financial Projections
For the impact of the transaction on Fujitsu Limited's financial
results for fiscal 2013, please refer to FY 2013 Consolidated
Earnings Projections in the FY 2012 Financial Results released
today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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