March 27, 2008
Company name: Fuji Electric Holdings Co., Ltd.
Representative: Haruo Ito, President and Representative Director
(Ticker: 6504 TSE / OSE / NSE / FSE)
Contact: Koichi Minami, General Manger, Corporate Planning Group
(Tel: +81-3-5435-7213)
Fuji Electric Systems and Fuji Electric FA Components & Systems to Join to Become One
Company
Fuji Electric Holdings Co., Ltd. (“FHC”) announced today that it has decided at the board meeting held today to
consolidate operations of two of its wholly owned subsidiaries, Fuji Electric Systems Co., Ltd. (“FES”) and Fuji
Electric FA Components & Systems Co., Ltd. (“FCS”), as of July 1, 2008. Details of the consolidation are as
follows:
1.
Objectives for consolidation
FES, a core operating company of Fuji Electric Group in the energy and electric systems segment, has engaged
primarily in building of industrial and power plant and systems. FCS, a core operating company in the electrical
distribution, industrial control and drive systems segment, has engaged primarily in route sales of component
equipment that supports the operation and safety of factory automation (FA) production lines and intelligent
buildings.
In recent years, “creation of system products” and “solutions” are the key words in heavy electric machinery field
and new types of business have been actively developed around them. In this backdrop, to acquire new
opportunities for future growth, Fuji Electric Group will vigorously strengthen drive systems business (solution
service using power electronics) and automation business (process automation, factory automation, and socio
automation and solution service) as its driving force. To achieve this, Fuji Electric Group has decided to merge the
two companies to combine their resources and meld strengths of the respective companies; the know how to
create and propose system solutions that FES has cultivated over the year through infrastructure building in Japan
and overseas, and the industry leading component equipment backed by the high technological capability that FCS
has accumulated.
This consolidation will allow Fuji Electric Group to offer solution services of higher level that contribute to
customers and society. By creating new business models, Fuji Electric Group will strive to further expand its
business and raise corporate value for future.
2.
Outline of consolidation
1/4
2/4
1)
Scheduled date of consolidation
July 1, 2008
2)
Consolidation method
The detailed consolidation method is to be determined at a later date.
3.
Overview of FES and FCS (As of March 31, 2007)
1)
Corporate name
Fuji Electric Systems Co., Ltd.
Fuji Electric FA Components &
Systems Co., Ltd.
2)
Line of business
Development, manufacture and sales
of and service provision for various
equipment and systems related to
social infrastructure such as
industrial, public, energy and
transportation systems
Development, manufacture and sales
of control, power distribution, drive
control, and gas-related equipment
3)
Established
December 1, 1965
October 1, 2003
4)
Head office
Shinagawa-ku , Tokyo Shinagawa-ku,
Tokyo
5)
Representative
Ginjiro Yanai
President
Mitsunori Shirakura
President
6)
Capital ¥2,500
million
¥10,000
million
7)
Issued and outstanding
shares
12,980,003 shares
1,000,000 shares
8)
Net asset
(Non-consolidated)
¥37,684 million
¥15,551 million
9)
Total assets
(Non-consolidated)
¥236,290 million
¥94,754 million
10)
Fiscal year-end
March 31
March 31
11)
Employees
(Non-consolidated)
5,149 1,908
12)
Major customers
Tokyo Electric Power Company, Inc.
ITOCHU Corporation
Fujitsu Limited, etc.
Fuji EIC Co., Ltd.
Chubu Fuji Electric Co., Ltd.
Fuji Electric (Shanghai) Co., Ltd., etc.
13)
Major shareholder and its
shareholding ratio
Wholly owned by Fuji Electric
Holdings Co., Ltd.
Wholly owned by Fuji Electric
Holdings Co., Ltd.
14)
Major bankers
Mizuho Corporate Bank, Ltd.
Resona Bank, Limited.
The Bank of Tokyo-Mitsubishi UFJ,
Ltd.
Mizuho Corporate Bank, Ltd.
The Bank of Tokyo-Mitsubishi UFJ,
Ltd.
Resona Bank, Limited.
15)
Relationship between FES
and FCS
Capital
relationship
Non
3/4
Human resource
relationship
Standing auditors of FHC also serve as part-time auditors
of FES and FCS.
Business
relationship
FES and FCS sell their products each other.
Related party
category
FES and FCS are consolidated subsidiaries of FHC and
therefore fall under a related party category.
4.
Financial results for the last three years
FES
(Non-consolidated)
FCS
(Non-consolidated)
Fiscal term
ending
March 31,
2005
March 31,
2006
March 31,
2007
March 31,
2005
March 31,
2006
March 31,
2007
Net sales
(¥ million)
227,734 258,344
260,105
95,122
95,085 102,730
Operating
income
(¥ million)
2,393 5,332
7,518
3,144
3,166 5,149
Ordinary income
(¥ million)
1,000 4,894
7,116
3,297
3,364 4,992
Net income
(¥ million)
-3,118 1,225
2,195
1,513
1,807 2,133
Net incomer per
share (¥)
-240.24 94.40
169.16
1,478.39
1,774.40
2,133.54
Dividend per
share (¥)
-
36.21
67.64
1,478.39
1,596 1,600
Net asset per
share (¥)
2,636.94 2,765.83
2,903.28
14,649
15,349 15,551
5.
Overview of the company after consolidation
1)
Corporate name
Fuji Electric Systems Co., Ltd. (Not confirmed)
2)
Line of business
Development, manufacture and sales of and service provision for various
equipment and systems related to social infrastructure such as industrial,
public, energy and transportation systems; and development, manufacture
and sales of drive control equipment and others.
3)
Head office
Shinagawa-ku, Tokyo (Not confirmed)
4)
Representative
Mitsunori Shirakura (Not confirmed)
President
5)
Capital TBD
6)
Net asset
TBD
4/4
7)
Total assets
TBD
8)
Fiscal year-end
March 31
6.
Effect on business results
The consolidated business results for the fiscal year ending March 2008 will not be affected by this consolidation.
A material impact on the business performance for the fiscal year ending March 31, 2009, if any, will be disclosed
as soon as it is confirmed.