Fujitsu to Spin Off Its Access Network Development Business
OREANDA-NEWS. June 22, 2012. Fujitsu announced today that it has decided to spin off its access network development business focusing on modems for mobile phones into a newly established company, Access Network Technology Limited, as of August 1, 2012. The decision was made at a meeting of its Board of Directors held today. The spinoff, to be conducted by Fujitsu Limited as an entirely independent action, will be achieved through a simple incorporation-type separation, and therefore certain details have been omitted from this disclosure.
1. Objectives of the Corporate Spinoff
With advances in ubiquitous networking and cloud computing, the ICT market is shifting toward networks as the pillar of society's infrastructure. Particularly as mobile phones and tablets become the primary front-end interfaces with the network, wireless technologies are becoming increasingly important and diverse. As a result of the rapid growth of the smartphone market and the expanding volume of data traffic, further network advancements have become essential. It is expected that the LTE standard will be widely adopted and that there will be a shift toward 5G networks. In this context, there is increasing demand for products relating to mobile phones and base stations, and the importance of wireless technologies—an area in which Fujitsu has extensive experience—is growing.
In light of these trends, and to enable Fujitsu to deliver the wireless technologies customers need in global markets, the company has decided to spin off through a simple incorporation-type separation its access network development business into a newly established company.
While considering a variety of possibilities, including alliances with other companies to expand the scale of the business, the new company will broadly provide powerful wireless technologies, and Fujitsu will offer competitive products in global markets.
2. Outline of the Corporate Spinoff
June 21, 2012 : Resolution by Board of Directors approving the spinoff
August 1, 2012 (scheduled) : Scheduled date of the corporate spinoff (effective date)
This corporate spinoff, pursuant to Article 805 of the Companies Act, will be executed without the approval of a General Meeting of the Shareholders. (Simple Incorporation-Type Separations)
Following a simple incorporation-type separation from Fujitsu Limited, a newly incorporated subsidiary company will be established.
(3) Allotment of Shares
The company newly established with the spinoff will issue 2,112 shares of common stock, all of which shall be allotted to Fujitsu Limited (the transferor company).
(4) Decrease in Capital Resulting from the Spinoff
There will be no decrease in capital resulting from the spinoff.
(5) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants
Fujitsu Limited (Transferor Company) has not issued share purchase warrants and bonds with share purchase warrants.
(6) The Rights and Obligations Transferred to the Newly Established Company
In spinning off the new company, Fujitsu Limited will transfer all assets, liabilities, and contracts, and all accompanying rights and obligations deemed necessary to concentrate all its efforts on the access network development business focusing on modems for mobile phones. The employment contracts of the employees, as well as the rights and obligations stipulated by these employment contracts, will not be subject to the transfer.
(7) Ability to Fulfill Obligations
From the effective date, Fujitsu Limited believes that all debt obligations of Fujitsu Limited and of the newly established company can be fulfilled without problems.