Archiv euro adhoc: Fujitsu Limited (english)

Tokyo, 17.05.2004 - Disclosure announcement transmitted by euro adhoc.The issuer is responsible for the content of this announcement.

Fujitsu Limited Notice Regarding Signing of Exchange Offer Agreement

Fujitsu Limited

Fujitsu Support andService Inc.

Notice Regarding Signing of Exchange Offer Agreement

Tokyo, May 17, 2004 - Fujitsu Limited ("Fujitsu") and Fujitsu Supportand Service Inc. ("Fsas") today announced that, in accordance withdecisions taken by their respective boards of directors, they havesigned an agreement for an exchange of shares whereby Fsas willbecome a wholly owned subsidiary of Fujitsu. Pending ratification ofthe exchange offer agreement at Fsas' AnnualShareholders' Meeting, scheduled to be held June 29, 2004, theexchange of shares is expected to take place on October 1, 2004. Inaccordance with Section 358 (simple share exchange) of the CommercialCode of Japan, there are no plans to submit the agreement forapproval at Fujitsu's Annual Shareholders' Meeting.

1. Objectives of Making Fsas a Wholly Owned Subsidiary throughExchange of Shares Information technology has become commonplace inbusiness activities as well as in society and daily life, and theconvenience it provides is rapidly expanding in diverse fields. Along with the increasing sophistication of IT usage, IT isbecoming more and more crucial to customers' businesses. Accordingly, customers are increasingly looking for comprehensivesolutions spanning the entire IT system lifecycle from partners whocan demonstrate a deep understanding of their overall business andoperating environment, and with whom they can establish long-termrelationships based on trust.

In order to enhance full IT lifecycle support to its customers,Fujitsu has been working to realign its business structure to onethat is simple and straightforward from the customer's standpoint. Measures to date have included bringing together its systemsengineering and sales organizations to create customer-centric teamsand designating systems engineer liaisons for specificcustomers. Going forward, through actions such as the following, thecompany intends to further integrate its sales and systemsengineering units and reform its business structure including groupcompanies 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 FujitsuGroup. (4) Unify IT infrastructure and promote information sharing acrossthe group.

The decisions today by the boards of Fujitsu and Fsas to make Fsas awholly owned subsidiary of Fujitsu represent one step in thisprocess. Through this realignment, Fujitsu will enhance its systemssupport business and pursue further business expansion leveraging thearea 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 operationalservices organizational structure easier to understand from thecustomer's perspective and improveservice quality and efficiency. In addition, through the integration and optimal alignment ofresources within the group and further strengthening oflinks between companies, Fujitsu aims to expand its high value-addedbusiness covering the operational portion of the IT system lifecycle.

Through the efforts announced today, Fujitsu believes that it will beable to improve the quality of its services, as well as itsresponsiveness in meeting customers' changing IT needs, which arebeing impacted by rapid shifts in their businesses.

2. Details Regarding Exchange of Shares

(1) CalendarMay 17, 2004 Ratification of exchange offer agreement by boards of directors Signing of exchange offer agreementMay 18, 2004 Exchange offer notification (Fujitsu)June 29, 2004* Ratification of exchange offer agreement at Fsas Annual Shareholders' MeetingOctober 1, 2004* Date of share transferLate 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 willbe issued for 1 share of Fsas common stock. However, Fujitsu'sshareholding of 32 million shares of Fsas common stock will not beexchanged.

2. Basis for Determining Share Exchange Ratio The share exchange ratio was agreed upon through discussionsbetween Fujitsu and Fsas, based on analyses provided by NikkoCitigroup Limited, the financial advisor for Fujitsu, and KPMGCorporate Finance K.K., the financial advisor for Fsas.

3. Third Parties' Determination Regarding Share Exchange Ratio andthe Basis for and Methods of Calculation

Nikko Citigroup calculated the share exchange ratio through consideration of methods such as market price analysis, discountedcash flow analysis, and comparable transaction premiums analysis.

KPMG Corporate Finance K.K. based its calculations on methodsincluding market price analysis and discounted cash flow analysis.

4. Number of New Shares to Be Issued by Fujitsu in Conjunction withExchange of Shares Fujitsu will issue 68,054,400 shares of its commonstock.

5. Dividend Calculation Date The dividends payable on the new shares to be issued upon theshare 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 Ltd Services Bank,Ltd 3.90% 2.54%

Mizuho Trust & Banking Co.,The 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) CapitalizationFujitsu's capitalization will not increase as a result of the shareexchange.(Fujitsu's capitalization as of March 31, 2004, was 324,624 millionyen.) All net assets acquired through the share exchange will beallocated to capital reserves.

(2) Impact on Financial ResultsAs Fsas is already a consolidated subsidiary of Fujitsu, the shareexchange is not expected to have a substantial immediate effect onconsolidated operating results.

This information is provided by RNS The company news service from the London Stock Exchange

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 +81(0) 3-6252-2176FAX: +81(0) 3-6252-2783Email:

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WKN: 0354912ISIN: JP3818000006Marktsegment: , official dealing Frankfurter Wertpapierbörse, SWXSwiss Exchange, London Stock Exchange

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