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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

http://pr.fujitsu.com/en/news/pressinquiries.html
E-mail:fsas-press@ml.fsas.fujitsu.com

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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