July 30, 2010
Company Name: Fuji Electric Holdings Co., Ltd.
Representative: Michihiro Kitazawa, President and Representative Director
Code Number: 6504, listed on the first sections of TSE, OSE and NSE, and on FSE
Contact: Takashi Kusaka, General Manager, Corporate Planning Office
Telephone: +81-3-5435-7213
Notice Concerning Subscription to a Tender Offer
Fuji Electric Holdings Co., Ltd. (hereinafter referred to as “Fuji Electric” or “the Company”) resolved at a
meeting of its Board of Directors held today to execute a subscription agreement with Mitsubishi Logistics
Corporation (hereinafter referred to as “Mitsubishi Logistics”) concerning Mitsubishi Logistics’ tender
offer (hereinafter referred to as “the Tender Offer”) for Fuji Logistics Co., Ltd. (hereinafter referred to as
“Fuji Logistics”), a Fuji affiliate accounted for by the equity method, which Mitsubishi Logistics plans to
implement from August 2, 2010. The agreement is in connection with 5,587,300 shares of the total amount
of shares of Fuji Logistics held by the Company. Brief details of the subscription to the Tender Offer are
provided as follows.
1.Rationale for Subscribing to the Tender Offer
As a part of its efforts to split off and consolidate the Group’s logistics operations, the Company established
Fuji Logistics in 1975. Thereafter, Fuji Logistics has continued to expand its business beyond the scope of
the Group’s core activities, focusing on third-party logistics services (hereinafter referred to as “3PL”) both
in Japan and overseas. More recently in February 2010, the Fuji Electric Group announced that it had
formulated its new medium-term management plan for the period from fiscal 2009 to fiscal 2011. Under
the plan, Fuji’s approach is to become a global company that contributes to society through it businesses in
the field of “energy and the environment.” Accordingly, with an eye to its domestic and overseas supply
chain, and efforts to develop its offshore business, the Company recognizes the critical need to build a more
efficient logistics network.
On conclusion of the Tender Offer, Fuji Electric envisages that Fuji Logistics will join the Mitsubishi
Logistics corporate group. On this basis, Fuji Logistics will be better positioned to pursue its 3PL business
both at home and abroad based on a sales and marketing strategy that takes full advantage of the Mitsubishi
brand. Underpinned by Mitsubishi Logistics’ established global network that comprises approximately
110,000 square meters of storage space spread across 13 major countries worldwide as well as abundant
funding capabilities, Fuji Logistics is poised to further develop its overseas business, pursue the
development of a comprehensive logistics platform, and reap considerable benefits through enhanced
growth.
Again, following completion of the Tender Offer, Fuji Electric plans to promote strong ties with both
Mitsubishi Logistics and Fuji Logistics, as important partners in supporting the Group’s logistics structure
and systems in Japan and overseas. Taking all of the aforementioned into consideration, the Company
recognizes the Tender Offer as an excellent opportunity to build a logistics framework in tune with the
objectives of its medium-term management plan. On this basis, Fuji today concluded a subscription
agreement with Mitsubishi Logistics. In the absence of any serious error in Mitsubishi Logistics’
representations and warranties as well as any breach of the terms and conditions of the aforementioned
agreement, the Company has agreed to subscribe to the Tender Offer.
As a part of the subscription agreement, Fuji Electric has agreed with Mitsubishi Logistics that, with
respect to that portion of Fuji Logistics’ common stock held by the Company not subject to the subscription
agreement—an amount equivalent to approximately 5% of the total issued and outstanding shares of Fuji
Logistics—Fuji Electric will continue to hold the aforementioned common stock for a maximum period of
two years after completion of the Tender Offer.
Furthermore, according to a press release issued by Fuji Logistics today, the company held a meeting of its
Board of Directors passing a resolution on consent to the Tender Offer.
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http://www.fujielectric.com/news/pdf/10073002.pdf