MAY 24, 2007 -- Fujitsu Ltd. (search for Fujitsu) has decided to make Fujitsu Access Ltd., Fujitsu Devices Inc., and Fujitsu Wireless Systems Ltd. wholly owned subsidiaries through the exchange of shares.
Fujitsu says it has signed share exchange agreements with each of the three companies. For each share of Fujitsu Access Ltd. common stock, 0.86 shares of Fujitsu Ltd. common stock will be allocated and distributed; for each share of Fujitsu Devices Inc. common stock, 2.70 shares of Fujitsu Ltd. common stock will be allocated and distributed; and for each share of Fujitsu Wireless Systems Ltd. common stock, 13.36 shares of Fujitsu Ltd. common stock will be allocated and distributed.
Following the approval of the exchange of shares at each of the three companies' annual shareholders' meetings, scheduled for the second half of June, the share exchange will become effective as of August 1. In accordance with Article 796, Section 3 of the Company Law, Fujitsu Ltd. does not plan to seek approval for the share exchanges at its annual shareholders' meeting.
In addition, as a result of the share exchanges, both Fujitsu Access Ltd. and Fujitsu Devices Inc. are tentatively scheduled to be delisted from the Tokyo Stock Exchange on July 26, 2007 (closing date for trading: July 25, 2007).
In conjunction with the share exchanges, a total of 34,319,427 shares of Fujitsu Ltd. common stock will be allocated and distributed to shareholders of the three companies. However, because Fujitsu Ltd. plans to allocate these shares through acquisition of its own shares prior to the effective date of the share exchanges, it is anticipated that no new shares will be issued.
Fujitsu made the decision as part of a plan to "reinforce its structure globally from a customer-centric perspective." Specifically, the company believes the new arrangement will create a corporate structure that is simple and easy for customers to understand and that enhances collaboration between sales and product development. The new structure also will help clarify and unify functions and roles within the group, Fujitsu believes.