Toshiba receives regulatory approval to acquire hard disk drive business of Fujitsu

Update on September 11, 2009:

Toshiba Corporation, a manufacturer of electronic and electrical products, has received all necessary approvals from overseas antitrust authorities to acquire the hard disk drive (HDD) business of Fujitsu Limited. Both the companies are based in Japan.

Fujitsu is a provider of information technology and communications solutions.

Update on August 24, 2009:

Toshiba has extended the closing date to acquire the HDD business of Fujitsu from September 1, 2009 to October 1, 2009.

Update on May 11, 2009:

Toshiba has received clearance from the European Commission to acquire the HDD business of Fujitsu.

The transaction is valued at JPY30,000 million ($304.79 million) and is expected to close on July 1, 2009.

Announcement (February 17, 2009):

Toshiba has signed an agreement to acquire the HDD business of Fujitsu.

Under the terms of the agreement, Fujitsu will transfer its HDD design, development, manufacturing, sales, and all other businesses to Toshiba.

The transfer includes: Fujitsu's HDD development, manufacturing, and sales divisions; HDD manufacturing subsidiaries Fujitsu Computer Products Corporation of the Philippines (FCPP) and Fujitsu (Thailand) Co., Ltd. (FTC); HDD design, development, quality assurance, and other departments of Yamagata Fujitsu Limited; HDD technology development department of Fujitsu Laboratories Ltd.; and HDD sales and marketing offices outside Japan.

Toshiba would form a new company to operate this business. Toshiba will acquire an 80% stake in this company and make it a Toshiba Group subsidiary. Fujitsu will continue to hold a stake of below 20% in the new company for a certain period of time, after which it will become a wholly-owned subsidiary of Toshiba.

Rumor (January 14, 2009):

According to Reuters, Nikkei business daily reported that Toshiba is in talks to acquire hard-disk drive business of Fujitsu. The transaction is likely to be worth JPY30,000 million ($335 million) to JPY40,000 million ($447 million).

Morrison & Foerster, LLP is acting as legal advisor to Fujitsu. Norr Stiefenhofer Lutz is acting as legal advisor to Toshiba.

Deal Value (US$ Million) 447
Deal Type                Acquisition
Sub-Category             Asset Purchase
Deal Status              Announced: 2009-02-17

Deal Participants

Target 1 (Company) Fujitsu Limited - Hard-Disk-Drive Business
Target 2 (Company) Fujitsu Laboratories, Ltd. - Hard Disk Drive Technology Development Department
Target 3 (Company) Fujitsu (Thailand) Co., Ltd.
Target 4 (Company) Fujitsu Computer Products Corporation of the Philippines
Target 5 (Company) Yamagata Fujitsu Limited - Hard-Disk Drive Media Business
Acquirer (Company) Toshiba Corporation
Vendor 1 (Company) Yamagata Fujitsu Limited
Vendor 2 (Company) Fujitsu Laboratories, Ltd.
Vendor 3 (Company) Fujitsu Limited

Deal Rationale

The acquisition would enable Toshiba to reinforce its already strong position as a leading vendor of small form factor HDDs (2.5-inch and smaller HDDs). It will also give Toshiba entry into the enterprise HDD market for server and data storage system applications.

Related terms: acquisition, advisor, antitrust, business, communications, computer, data storage, electrical, information technology, japan, legal, manufacturer, manufacturing, market, marketing, media, nikkei, products, sales, technology, thailand