On March 26, 2009, in the press release entitled “Fuji Electric Systems, Fuji Electric Hi-Tech and TDK-Lambda Reach Basic Agreement on UPS Business Consolidation,” Fuji Electric Holdings Co., Ltd. (Headquarters: Shinagawa-ku, Tokyo; President and Representative Director: Haruo Ito; hereinafter referred to as “FHC”) announced it was in consultations on a merger to take place on October 1, 2009 of the uninterruptible power supply (UPS) businesses of Fuji Electric Systems Co., Ltd. (Headquarters: Shinagawa-ku, Tokyo; President and Representative Director: Mitsunori Shirakura; hereinafter referred to as “FES”), a wholly-owned subsidiary of FHC, and TDK-Lambda Corporation (Headquarters: Shinagawa-ku, Tokyo; President and Representative Director: Takeo Suzuki; hereinafter referred to as “TLJ”), a wholly-owned subsidiary of TDK Corporation (Headquarters: Chuo-ku, Tokyo; President and CEO: Takehiro Kamigama; hereinafter referred to as “TDK”) with the internal power supply business (mainly custom power supplies) of Fuji Electric Hi-Tech Corporation (Headquarters: Minato-ku, Tokyo; President and Representative Director: Shinji Arai; hereinafter referred to as “FH”). Thereafter, on August 27, 2009, in the press release entitled “Change in the Schedule for UPS Business Consolidation,” FHC announced a change in the expected date of the merger to allow for further deliberation and discussion of the terms and conditions of the merger.
The Board of Directors of FES resolved in a meeting held today to conclude a final agreement to the effect that the UPS business of TLJ will be merged into FES through an absorption-type corporate split (hereinafter referred to as “the split”) due to come into force on January 1, 2010. Pursuant to this resolution, the final agreement was concluded. In addition, the Board of Directors of FES and FH resolved in the meeting held today to conclude a final agreement to the effect that FES will merge with its wholly-owned subsidiary FH by absorption (hereinafter referred to as “the merger”) due to come into force on January 1, 2010. Pursuant to this resolution, a merger agreement was concluded, the details of which are shown below.
The agreement on the split involving FES and TLJ is scheduled to be concluded on November 27, 2009.
