Fujitsu : Notice of the Establishment of Subsidiaries by Company Split (Simplified Incorporation-type Company Split)

Fujitsu Limited (hereinafter referred to as 'the Company') announced today that it has resolved at a Board of Directors Meeting held today that effective February 1, 2016, the Company will transfer the businesses concerned with notebook PCs and desktop PCs (hereinafter referred to as the 'Relevant Business A') to the newly established Fujitsu Client Computing Limited by company split (hereinafter referred to as the 'Company Split A') as well as transfer the mobile phones business (hereinafter referred to as the 'Relevant Business B') to the newly established Fujitsu Connected Technologies Limited by Company split (hereinafter referred to as the 'Company Split B').

Both Company Split A and Company Split B (hereinafter collectively referred to as 'Each Company Split') are simplified incorporation-type company splits conducted solely by the Company, and as such, some items are omitted from disclosure in the following.

1. Objectives of Each Company Split

With the ongoing commoditization of ubiquitous products, mainly of PCs and smart phones, it has become increasingly difficult to achieve differentiation, and competition with emerging global vendors has intensified.

The Company has resolved to implement Each Company Split in order to clarify management accountability, to enable swift management decisions, and to pursue comprehensive efficiency by creating independent companies for the PC business and the mobile phones business, respectively, and to establish an integrated system covering all aspects of research, development, design, manufacturing, sales, planning, and after-sales services.

2. Summary of Each Company Split

1. Schedule of Split

   Each Company Split satisfies the requisites of a simplified incorporation-type company split, and as such, do not require a resolution at the annual shareholders meeting of the Company.

   Date of the Board Resolution: December 24, 2015
   Splitting Date (Effective Date): February 1, 2016 (scheduled)

2. Method of Split

   Company Split A
   Incorporation-type company split (simplified Incorporation-type company split) in which the Company is a splitting company and newly established Fujitsu Client Computing Limited is a Newly Formed Company A.

   Company Split B
   Incorporation-type company split (simplified Incorporation-type company split) in which the Company is a splitting company and newly established Fujitsu Connected Technologies Limited is a Newly Formed Company B.

3. Share Allocation to Such Split

   At Each Company Split, both Newly Formed Company A and Newly Formed Company B will issue 8,000 ordinary shares, respectively, and all shares issued shall be allocated to the Company (splitting company).

4. Handling of the Equity Warrants and Corporate Bonds with Warrant Issued by the Splitting Company

   The Company (splitting company) has no equity warrants or corporate bonds with warrant on issue.

5. Capital Reduction from the Splits

   The capital of the Company is not reduced as result of Each Company Split.

6. Rights and Obligations to be Transferred to Newly Formed Companies

   Company Split A
   Newly Formed Company A will receive the assets, liabilities, contractual status, and other rights and obligations concerned with Relevant Business A deemed necessary to perform such business. (However, labor contracts with employees and associated rights and obligations thereof are excluded.) Further, the transfer of liabilities shall be in the form of non-cumulative taking of obligations.

   Company Split B
   Newly Formed Company B will receive the assets, liabilities, contractual status, and other rights and obligations concerned with Relevant Business B deemed necessary to perform such business. (However, labor contracts with employees and associated rights and obligations thereof are excluded.) Further, the transfer of liabilities shall be in the form of non-cumulative taking of obligations.

7. Performance of Debt Obligations

   At Each Company Split, the Company considers that the company, Newly Formed Company A and Newly Formed Company B will have no difficulty in fulfilling the debt obligations they undertake.

3. Summary of the Concerned Parties to Each Company Split

4. Summary of Businesses to be split

1. Content of Business

   Company Split A Notebook PC and desktop PC business
   Company Split B Mobile phones business

2. Operational Performance of Businesses to be Split (Actual Result of Fiscal Year ending in March 2015)

   Company Split A Revenue 303.3 billion yen
   Company Split B Revenue 157.1 billion yen

3. Asset and Liability Items to be Split and Amounts Thereof (Scheduled for February 1, 2016)

5. Status after Each Company Split

After Each Company Split, no change will be made to the Company name, address, name and title of the representative, business, capital and fiscal year end.

6. Future Impacts

The impact of the splits on the Company's consolidated financial results is insignificant.

Fujitsu Ltd. issued this content on 2015-12-24 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-24 06:28:12 UTC

Original Document: http://www.fujitsu.com/global/about/resources/news/press-releases/2015/1224-01.html