Fujitsu Limited

euro adhoc: Fujitsu Limited
Notice Regarding Signing of Exchange Offer Agreement (E)

--------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------- Fujitsu Limited Fujitsu Support and Service Inc. Notice Regarding Signing of Exchange Offer Agreement Tokyo, May 17, 2004 - Fujitsu Limited ("Fujitsu") and Fujitsu Support and Service Inc. ("Fsas") today announced that, in accordance with decisions taken by their respective boards of directors, they have signed an agreement for an exchange of shares whereby Fsas will become a wholly owned subsidiary of Fujitsu. Pending ratification of the exchange offer agreement at Fsas' Annual Shareholders' Meeting, scheduled to be held June 29, 2004, the exchange of shares is expected to take place on October 1, 2004. In accordance with Section 358 (simple share exchange) of the Commercial Code of Japan, there are no plans to submit the agreement for approval at Fujitsu's Annual Shareholders' Meeting. 1. Objectives of Making Fsas a Wholly Owned Subsidiary through Exchange of Shares Information technology has become commonplace in business activities as well as in society and daily life, and the convenience it provides is rapidly expanding in diverse fields. Along with the increasing sophistication of IT usage, IT is becoming more and more crucial to customers' businesses. Accordingly, customers are increasingly looking for comprehensive solutions spanning the entire IT system lifecycle from partners who can demonstrate a deep understanding of their overall business and operating environment, and with whom they can establish long-term relationships based on trust. In order to enhance full IT lifecycle support to its customers, Fujitsu has been working to realign its business structure to one that is simple and straightforward from the customer's standpoint. Measures to date have included bringing together its systems engineering and sales organizations to create customer-centric teams and designating systems engineer liaisons for specific customers. Going forward, through actions such as the following, the company intends to further integrate its sales and systems engineering units and reform its business structure including group companies to enhance the customer-centric nature of its organization. (1) Create a simple and straightforward organizational structure from thecustomer's point of view. (2) Consolidate the point of contact with the customer. (3) Clarify functions and responsibilities within the Fujitsu Group. (4) Unify IT infrastructure and promote information sharing across the group. The decisions today by the boards of Fujitsu and Fsas to make Fsas a wholly owned subsidiary of Fujitsu represent one step in this process. Through this realignment, Fujitsu will enhance its systems support business and pursue further business expansion leveraging the area of operational services, for which strong growth is expected. Through consolidation and integration of both companies' resources, Fujitsu will strive to make its systems support and operational services organizational structure easier to understand from the customer's perspective and improveservice quality and efficiency. In addition, through the integration and optimal alignment of resources within the group and further strengthening of links between companies, Fujitsu aims to expand its high value-added business covering the operational portion of the IT system lifecycle. Through the efforts announced today, Fujitsu believes that it will be able to improve the quality of its services, as well as its responsiveness in meeting customers' changing IT needs, which are being impacted by rapid shifts in their businesses. 2. Details Regarding Exchange of Shares (1) Calendar May 17, 2004 Ratification of exchange offer agreement by boards of directors Signing of exchange offer agreement May 18, 2004 Exchange offer notification (Fujitsu) June 29, 2004* Ratification of exchange offer agreement at Fsas Annual Shareholders' Meeting October 1, 2004* Date of share transfer Late Nov., 2004* Issuance of stock certificates * Planned (2) Share Exchange Ratio Fujitsu Limited Fsas (Parent Company) (Wholly Owned Subsidiary) Share Exchange Ratio 1 2.72 Note: 1. Share Allocation Ratio An allocation of 2.72 shares of Fujitsu Limited common stock will be issued for 1 share of Fsas common stock. However, Fujitsu's shareholding of 32 million shares of Fsas common stock will not be exchanged. 2. Basis for Determining Share Exchange Ratio The share exchange ratio was agreed upon through discussions between Fujitsu and Fsas, based on analyses provided by Nikko Citigroup Limited, the financial advisor for Fujitsu, and KPMG Corporate Finance K.K., the financial advisor for Fsas. 3. Third Parties' Determination Regarding Share Exchange Ratio and the Basis for and Methods of Calculation Nikko Citigroup calculated the share exchange ratio through consideration of methods such as market price analysis, discounted cash flow analysis, and comparable transaction premiums analysis. KPMG Corporate Finance K.K. based its calculations on methods including market price analysis and discounted cash flow analysis. 4. Number of New Shares to Be Issued by Fujitsu in Conjunction with Exchange of Shares Fujitsu will issue 68,054,400 shares of its common stock. 5. Dividend Calculation Date The dividends payable on the new shares to be issued upon the share exchange will be calculated from October 1, 2004. 3. Summary Information on Companies Exchanging Shares (As of March 31, 2004) (1)Trade Name Fujitsu Limited Fujitsu Support and Service Inc. (company becoming wholly (company becoming wholly owning parent company) owned subsidiary) (2)Principal Development, manufacture, Planning, design, Lines of Business sales and service of products deployment, construction, in the fields of Software and operation, and maintenance Services, Information of information systems Processing, Telecommunications Equipment and Electronic Devices (3)Date of June 1935 March 1989 Incorporation (4)Registered Kawasaki City, Kanagawa Shinagawa-ku, Tokyo Head Office (5)Representative Hiroaki Kurokawa, President Tatsuhiko Ohtaki, President (6)Capitalization 324,624 million yen 9,401 million yen (7)Shares Issued 2,001,962,672 shares 57,020,000 shares (8)Shareholders' Equity 934,603 million yen 52,623 million yen (9)Total Assets 3,022,975 million yen 124,264 million yen (10)Fiscal Year-End March 31 March 31 (11)Employees 34,836 4,380 (12)Major Customers Governmental entities, Fujitsu Limited, Fujitsu telecommunication carriers, Group companies, financial manufacturers, distributors, institutions, governmental and financial institutions entities and municipalities (13)Principal The Master Trust Bank of Fujitsu Limited Shareholders Japan, Ltd. (Trust Account) and Ownership 8.00% 56.13% as of March 31, 2004 Japan Trustee Services Bank, Japan Trustee Services Ltd. (Trust Account) Bank,Ltd. 6.68% 3.98% Fuji Electric Holdings Trust&Custody Co., Ltd Services Bank,Ltd 3.90% 2.54% Mizuho Trust & Banking Co.,The Master Trust Bank of Ltd. Retirement Benefit Trust Japan, Ltd. (for Fuji Electric Systems Co., Ltd.) 3.04% 2.33% The Chase Manhattan Bank NA Fsas Employee Stock London Ownership 2.75% 1.92% (14)Major Banks Mizuho Corporate Mizuho Bank, Ltd. Sumitomo Mitsui Banking Corporation The Bank of Tokyo-Mitsubishi, Ltd. (15)Relationship Capital Fujitsu Owns 56.30% of Fsas' Between outstanding the Parties shares, including indirect holdings. Personnel Two of Fujitsu's directors/employees also serve as Fsas directors. Business 31.4% (7.13 billion yen for the year ended March 31, 2004) of Fsas' revenues are generated from business with Fujitsu (billion yen, except for per share data) (16) Financial Results for the Three Most Recent Fiscal Years Fujitsu Limited Fiscal Year Ended March March March 2002 2003 2004 Net Sales 3,034.4 2,695.0 2,788.5 Operating Income (Loss) (54.6) 21.8 32.9 Recurring Profit (Loss) (81.5) 3.0 38.3 Net Income (Loss) (265.1) (175.0) 17.0 Net Income (Loss) per (133.74) (87.48) 8.49 Share (Yen) Annual Dividend per Share 5 0 3 (Yen) Shareholders' Equity per 479.40 385.49 467.18 Share (Yen) Fujitsu Support and Service Inc. Fiscal Year Ended March March March 2002 2003 2004 Net Sales 209.5 207.5 227.1 Operating Income (Loss) 9.8 9.9 9.0 Recurring Profit (Loss) 8.4 8.5 7.7 Net Income (Loss) 4.2 4.3 6.4 Net Income (Loss) per 74.11 75.12 111.11 Share (Yen) Annual Dividend per 15 10 10 Share (Yen) Shareholders' Equity per 778.26 828.22 939.30 Share (Yen) 4. Situation Following Share Exchange (1) Capitalization Fujitsu's capitalization will not increase as a result of the share exchange. (Fujitsu's capitalization as of March 31, 2004, was 324,624 million yen.) All net assets acquired through the share exchange will be allocated to capital reserves. (2) Impact on Financial Results As Fsas is already a consolidated subsidiary of Fujitsu, the share exchange is not expected to have a substantial immediate effect on consolidated operating results. This information is provided by RNS The company news service from the London Stock Exchange end of announcement euro adhoc 17.05.2004 --------------------------------------------------------------------- Further inquiry note: Press Contacts Fujitsu Limited Fujitsu Support and Service Inc. Public & Investor Relations Corporate Communications Dept. Tel: +81 (0)3-6252-2175 Corporate Planning Office Inquiries Tel: +81 (0) 3-5471-4746 Branche: Hardware ISIN: JP3818000006 WKN: 0354912 Index: Börsen: Frankfurter Wertpapierbörse / official dealing SWX Swiss Exchange / official dealing London Stock Exchange / official dealing

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