November 26, 2020

Company Name: Fuji Electric Co., Ltd.

Representative: Michihiro Kitazawa, President and Chairman of the Board of Directors (Code Number: 6504, listed on the first sections of TSE, NSE and on FSE) Contact: Masayoshi Kisaki, General Manager, Corporate Planning Office Corporate Management Planning Headquarters Telephone: +81-3-5435-7213

Notice Regarding Conclusion of Merger Agreement with Consolidated Subsidiary

At a meeting convened today, the Board of Directors of Fuji Electric Co., Ltd. (the "Company") resolved to conclude a merger agreement with wholly owned subsidiary Ibaraki Fuji Co., Ltd. The merger agreement was concluded thereafter.

This merger is a simple absorption-type merger of a wholly owned subsidiary, and accordingly certain disclosure items and details have been omitted.

1. Objective of the merger

Switchboards, control panels, and other switchgear and controlgear products are core products in the plant system field, and strengthening the competitiveness of these products is crucial to expanding operations in this field.

Ibaraki Fuji manufactures and sells switchgear and controlgear products. The merger of this company into Fuji Electric is aimed at enabling the Company to integrate the resources that were previously dispersed between it and Ibaraki Fuji to facilitate the acceleration of standardization and the shift to in-house production and to thereby strengthen its product lineup.

In this manner, Fuji Electric will seek to expand its power electronics systems businesses.

2. Outline of the merger

(1) Schedule for the merger

Date of merger resolution by the Board of Directors

November 26, 2020 (Thursday)

Conclusion of merger agreement

November 26, 2020 (Thursday)

Planned effective date of merger

April 1, 2021 (Thursday, tentative)

Note: The Company and Ibaraki Fuji Co., Ltd., plan to follow procedures for a simple merger and a short-form merger which, in accordance with the provisions of Paragraph 2, Article 796, and Paragraph 1, Article 784, of the Companies Act, do not require approval from a general meeting of shareholders.

(2) Form of the merger

The merger is expected to take the form of an absorption-type merger, with Fuji Electric Co., Ltd., as the surviving company and Ibaraki Fuji Co., Ltd., being dissolved.

  1. Content of allotments related to the merger
    As Ibaraki Fuji Co., Ltd., is a wholly owned subsidiary of the Company, no plans exist to issue new shares or augment paid-in capital in relation to the merger, nor is any money expected to be delivered due to the merger.

1/3

  1. Handling of share options and bonds with share options in the company to be absorbed Ibaraki Fuji Co., Ltd., has issued no share options or bonds with share options.

3. Overview of companies involved in the merger

(1) Company name

Fuji Electric Co., Ltd.

Ibaraki Fuji Co., Ltd.

(Surviving company)

(Company to be absorbed)

Development, manufacture, sale,

Manufacture and sale of control

and service of various equipment

panels

and systems related to social

infrastructure in energy,

(2) Business activities

industrial, transportation, and

other fields as well as of

semiconductor devices,

photoconductors, and vending

machines, and provision of

solutions in relation to these

items

(3) Established

August 29, 1923

April 8, 1969

(4) Head office

1-1, Tanabeshinden,

471 Shimokido,

Kawasaki-ku,Kawasaki-shi

Shimotsuma-shi, Ibaraki

(5) Representative

Michihiro Kitazawa, President and

Yukimasa Kanda, President

name, position

Chairman of the Board of Directors

and Representative Director

(6) Paid-in capital

¥47,586 million

¥100 million

(7) Shares issued

149,296,991 shares

142,600 shares

(8) Total net assets

¥406,002 million (consolidated)

¥1,212 million

(As of March 31, 2020)

(non-consolidated)

(9) Total assets

¥996,827 million (consolidated)

¥1,830 million

(As of March 31, 2020)

(non-consolidated)

(10) Fiscal year-end

March 31

March 31

(11) Employees

27,960 (consolidated)

91 (non-consolidated)

(As of March 31, 2020)

Japan Trustee Services Bank,

(12) Major

Ltd. (Trust Account): 11.46%

shareholders and

The Master Trust Bank of

Fuji Electric Co., Ltd.: 100%

percentage ownership

Japan, Ltd.

(As of March 31, 2020)

(Trust Account): 10.88%

FUJITSU LIMITED: 2.85%

Capital

The Company

holds 100% of voting rights in the

relationship

company to be absorbed.

Personal

Some employees of the Company are

concurrently directors of the company to be

relationships

(13) Relationships

absorbed.

between the companies

Transactional

Transactions involving the sale of products and

involved in the merger

relationships

services are conducted between the Company and

the company to be absorbed.

Status of

As the company to be absorbed is a consolidated

related parties

subsidiary of the Company, it is a related party

to the merger

to the merger.

2/3

(14) Operating performance for the most recent three-year period

Fuji Electric Co., Ltd.

Ibaraki Fuji Co., Ltd.

(Consolidated)

(Non-consolidated)

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal period

ended

ended

ended

ended

ended

ended

March 31,

March 31,

March 31,

March 31,

March 31,

March 31,

2018

2019

2020

2018

2019

2020

Net sales

893,451

914,915

900,604

4,820

4,005

2,348

(Millions of yen)

Operating

55,962

59,972

42,515

266

169

(60)

income (loss)

(Millions of yen)

Ordinary

56,047

63,479

44,513

275

200

(55)

income (loss)

(Millions of yen)

Net income

37,763

40,267

28,793

197

218

(49)

(loss)

(Millions of yen)

Net income

264.34

281.89

201.57

1,383.19

1,528.34

(346.17)

(loss) per share

(Yen)

Dividends per

70.00

80.00

80.00

415.00

459.00

0.00

share (Yen)

Net assets per

2,314.50

2,470.65

2,559.60

8,189.33

9,302.68

8,497.51

share (Yen)

4. Post-merger status

(1) Company name

Fuji Electric Co., Ltd.

(2) Business activities

Development, manufacture, sale, and service of various equipment

and systems related to social infrastructure in energy, industrial,

transportation, and other fields as well as of semiconductor devices,

photoconductors, and vending machines, and provision of solutions in

relation to these items

(3) Head office

1-1, Tanabeshinden, Kawasaki-ku,Kawasaki-shi

(4) Representative

Michihiro Kitazawa, President and Chairman of the Board of

name, position

Directors

(5) Paid-in capital

There are no plans to increase paid-in capital through the merger.

(6) Total net assets

(To be confirmed)

(7) Total assets

(To be confirmed)

(8) Fiscal year-end

March 31

5. Outlook for the future

As the company to be absorbed is a consolidated subsidiary, with 100% of its voting rights owned by the Company, the merger is not expected to impact consolidated operating performance. If it becomes apparent that this merger is likely to materially affect consolidated operating performance, the Company will provide timely notice of such expectations.

3/3

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Fuji Electric Co. Ltd. published this content on 26 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2020 06:42:02 UTC