Toshiba, Fujitsu Finalize HDD Transfer

TOKYO -- Toshiba Corporation (TOKYO:6502) and Fujitsu Limited (TOKYO:6702) today announced that they have concluded a definitive agreement on the transfer of Fujitsus hard disk drive (HDD) business to Toshiba. The agreement follows a memorandum of understanding (MOU) signed by the companies on February 17, 2009. The companies will now seek to complete the business transfer by the target date of July 1st, 2009.

1. Details of Transfer

Fujitsu’s HDD related business and functions will be transferred to a new company, Toshiba Storage Device Corporation (TSDC). Fujitsu’s HDD manufacturing subsidiaries, Fujitsu Computer Products Corporation of the Philippines (FCPP) and Fujitsu (Thailand) Co., Ltd. (FTC), will become Toshiba Storage Device (Philippines), Inc. (TSDP) and Toshiba Storage Device (Thailand) Co, Ltd.(TSDT). The HDD related business of Yamagata Fujitsu Limited will become Toshiba Storage Device Yamagata Corporation (TSDY). Upon completion of the transfer, these three companies will become wholly owned subsidiaries of TSDC.

After the transfer, Toshiba will handle the sales and marketing of all HDD products, including Fujitsu’s, and entrust all aspects of design, R&D, quality assurance, production technology, and technology support to TSDC. Fujitsu’s sales and marketing offices outside of Japan, with the exception of some offices in certain regions, will be transferred to Toshiba’s overseas business operations. Toshiba will acquire a stake of 80.1 percent in TSDC by the target date of July 1st, 2009 and make it a Toshiba Group subsidiary. Fujitsu will continue to hold a stake of 19.9 percent until the end of December 2010. After that, Fujitsu will transfer its stake to Toshiba, at which point TSDC will become a wholly owned subsidiary of Toshiba.

2. Value of Transfer

The value of the transfer is expected to be approximately 30 billion yen. Toshiba’s 80.1% ownership of TSDC is expected to be valued at approximately 24 billion yen (at the time of the July close), and the remaining 19.9% ownership holding at approximately 6 billion yen (to be held until the end of December 2010). However, these amounts are subject to change upon completion of the transfer.

Upon transfer of the HDD business on July 1st, TSDC will assume net debt of approximately 6 billion yen. This figure has been excluded from the indicated 30 billion yen value of the transfer.

3. Number of Employees

The transfer of the HDD business will see approximately 800 employees in Japan and approximately 7,000 employees worldwide transfer to Toshiba Group from Fujitsu Group.

Toshiba will reinforce its position as a leading vendor of small form factor HDDs by entering into the enterprise HDD business for server and data storage system applications, where Fujitsu is currently a leader. This move will also allow Toshiba to further enlarge its leading solid state drive (SSD) business by developing SSD products for servers and enterprise storage systems, thus maximizing the synergy with Fujitsu’s enterprise HDD technology.

Toshiba aims to strengthen its overall competitiveness and market standing by offering total storage solutions and services that meet a broad range of customer needs.

Toshiba Corp.