October 28, 2009
FDK CORPORATION
President: Tozo Ono
Securities Code: 6955, Second Section
Tokyo Stock Exchange
Inquiries to: Yasuhiro Narishige, DirectorCorporate Communication Office
Phone: +81-3-3434-1271

Announcement of basic agreement concerning the transfer of shares of SANYO
Energy Twicell Co., Ltd. and SANYO Energy Tottori Co., Ltd. to FDK Corporation
FDK Corporation (“FDK”) announces as set out in this notice, that at its board ofdirectors meeting held today, it resolved to enter into an agreement with SANYO, and abasic agreement has been reached concerning the transfer to FDK of all shares ofSANYO owned SANYO Energy Twicell Co., Ltd. (“SANYO Energy Twicell”), which
manufactures nickel-metal hydride batteries, and SANYO Energy Tottori Co., Ltd.
(“SANYO Energy Tottori”), which manufactures cylindrical type primary lithium
batteries and coin-type rechargeable batteries, as follows;
1. Reason for the acquisition of shares
FDK manufactures batteries, which has been a part of business since its foundation,and electric devices which utilize its competitive material technology. FDK has been
seeking new battery product lines to extend its battery business, though its battery
business, based mainly on alkaline batteries, is very competitive and the core sources ofrevenue of the company.
On the other hand, SANYO has been seeking a third party to accept transfer of part ofits battery business, as SANYO is required to do based on information obtained throughconsultations with multilateral competition law authorities of many countries, inresponse to a takeover bid(“TOB”) of SANYO by Panasonic Corporation..
Taking the background of both companies into consideration, FDK and SANYO reacheda basic agreement today, after deliberations of the both parties.
2. Transaction summary
I. SANYO Energy Twicell Co., Ltd.
SANYO Energy Twicell, wholly owned subsidiary by SANYO, inherits the businessof SANYO’s nickel metal hydride batteries, except for automobile use, as a result ofan absorption-type split. SANYO transfers the business of SANYO Energy Twicell,
except for nickel metal hydride batteries for automobile use, to a new company
through an incorporation-type company split. SANYO transfers all shares of SANYO
Energy Twicell to FDK after these corporate actions.
II. SANYO Energy Tottori Co., Ltd.
SANYO Energy Tottori, wholly owned subsidiary by SANYO, inherits the business ofSANYO’s cylindrical primary lithium batteries and coin-shaped rechargeablebatteries, as a result of absorption-type split. SANYO transfers all shares of SANYO
Energy Tottori to FDK after this corporate action.

3. The corporate profiles of SANYO Energy Twicell & SANYO Energy Tottori
Ⅰ．The corporate profile of SANYO Energy Twicell(as of March 31, 2009)(1) Corporate NameSANYO Energy Twicell Co., Ltd.
(2) Head Office307-2, Koyagimachi, Takasaki-City, Gunma, Japan(3) Representative
Noriyuki Miyazaki, President and Director
Manufacture of nickel-metal hydride batteries and lithium-ion(4) Businessbatteries(5) Capital
2,000 million yen(6) Established
April 2, 1990
(7) Major Shareholder
SANYO Electric Co., Ltd. (100％)
FDK and SANYO Energy Twicell do not haveany significant capital relationship. Also, FDK's
Capitalrelated persons, its subsidiaries and affiliates dorelationshipnot have any significant capital relationshipwith SANYO Energy Twicell’s persons and its
subsidiaries and affiliates.
FDK and SANYO Energy Twicell do not haveany significant personnel relationship. Also,
Relationships between Personnel
FDK's related persons, its subsidiaries and(8) FDKandSANYO relationshipaffiliates do not have any significant personnel
Energy Twicell
relationship with SANYO Energy Twicell’s
persons and its subsidiaries and affiliates.
FDK and SANYO Energy Twicell do not haveany significant transactional relationship. Also,
FDK's related persons, its subsidiaries andTransactional
affiliates do not have any significant
relationshiptransactional relationship with SANYO Energy
Twicell’s persons and its subsidiaries andaffiliates.
Financial position and operating results of SANYO Energy Twicell over last three years(9)(Million Yen)
Year ended March
Year ended March
Year ended MarchFiscal period
2007
2008
2009
Net Assets
2,246
2,478
2,686
Total Assets
14,22416,082
11,844
Net Assets per Share(yen)52,354.31
57,762.24
62,610.72
Net Sales
27,46932,61429,805
Operating Income
298
783
449
Net Income80232
208
Net Income per Share (yen)1,864.80
5,407.93
4,848.48
Cash Dividends per Share(yen)
0.00
0.00
933.00（Note 1）Financial position above does not include effects on the sink decomposition
and incorporation-type company split between SANYO to SANYO Energy Twicell prior
to the basic agreement. Total Assets of SANYO Energy Twicell is expected to be 139
million yen after sink decomposition. Net Assets of the Company is expected to be 59
million yen after sink decomposition.

Ⅱ．The corporate profile of SANYO Energy Tottori (as of March 31, 2009)(1) Corporate nameSANYO Energy Tottori Co., Ltd.
(2) Head Office
28, Oota, Iwami-cho, Iwami-Gun, Tottori, Japan(3) Representative
Satoru Fukuoka, President and Director
Manufacture and sale of lithium batteries, and manufacturing of(4) Line of businesselectrode plates for nickel- cadmium batteries.
(5) Capital
450 million yen(6) EstablishedMarch 17, 1982
(7) Major Shareholder
SANYO Electric Co., Ltd. (100％)
FDK and SANYO Energy Tottori do not haveany significant capital relationship. Also, FDK'sCapital
related persons, its subsidiaries and affiliates dorelationshipnot have any significant capital relationshipwith SANYO Energy Tottori’s persons and its
subsidiaries and affiliates.
FDK and SANYO Energy Tottori do not haveany significant personnel relationship. Also,
Relationships between Personnel
FDK's related persons, its subsidiaries and(8) theCompany
and relationshipaffiliates do not have any significant personnel
SANYO Energy Tottori
relationship with SANYO Energy Tottori’s
persons and its subsidiaries and affiliates.
FDK and SANYO Energy Tottori do not haveany significant transactional relationship. Also,
FDK's related persons, its subsidiaries andTransactional
affiliates do not have any significantrelationshiptransactional relationship with SANYO Energy
Tottori’s persons and its subsidiaries andaffiliates.
Financial position and operating results of SANYO Energy Tottori over last three years(9)(Million Yen)
Year ended March
Year ended March
Year ended MarchFiscal period2007
2008
2009
Net Assets
340
603
575
Total Assets
3,539
3,594
2,978
Net Assets per Share(yen)37,797.84
67,038.07
63,895.98
Net Sales
10,0199,570
8,993
Operating Income(Loss)
546
217
ሺ49)
Net Income(Loss)
160263
ሺ28)
Net Income per Share (yen)17,732.17
29,240.23
ሺ3,142.09)
Cash Dividends per Share(yen)
0.00
0.00
1,000.00（Note 1）Financial position above does not include effects on sink decomposition
between SANYO to SANYO Energy Tottori prior to the basic agreement. Total
Assets of SANYO Energy Tottori is expected to be 99 million yen after sinkdecomposition. Net Assets of the Company is expected to be 65 million yen after
sink decomposition.

4. The corporate profile of SANYO (as of March 31, 2009)(1) Corporate nameSANYO Electric Co., Ltd.
(2) Head office5-5, Keihan-Hondori 2-Chome, Moriguchi City, Osaka, Japan(3) Representative
Seiichiro Sano, Executive Director & President
Manufacture and sale of various types of electrical machinery and(4) Line of businessequipment.
(5) Capital
322,242 million yen(6) Established
April 1, 1950
(7) Net Assets
146,454 million yen(consolidated)(8) Total Assets
1,345,403 million yen(consolidated)（Common Share）
2.34%
Japan Trustee Services Bank, Ltd. (Trust Account 4G)
1.38%
SANYO Electric Employees Shareholders' Association
1.34%
Japan Trustee Services Bank, Ltd. (Trust Account G)
1.18%
Sumitomo Mitsui Banking Corporation
1.07%
Nippon Life Insurance Company
Majorshareholders （Class A Preferred Share）
and share holding Evolution Investments Co., Ltd
24.47%(9)
ratio
Oceans Holdings Co., Ltd.
24.47%
Sumitomo Mitsui Banking Corporation
0.80%（Class B Preferred Share）
Evolution Investments Co., Ltd－Oceans Holdings Co., Ltd.
－
Sumitomo Mitsui Banking Corporation－*Percentage of voting shares（Class B Preferred Shares does not include voting shares.）
FDK and SANYO do not have any significant
capital relationship. Also, FDK's related persons,Capitalits subsidiaries and affiliates do not have anyrelationshipsignificant capital relationship with SANYO’spersons and its subsidiaries and affiliates.
FDK and SANYO do not have any significant
personnel relationship. Also, FDK's related
Personnel
persons, its subsidiaries and affiliates do not haverelationship any significant personnel relationship withSANYO’s persons and its subsidiaries andRelationship between
affiliates.
(10)
FDK and SANYO
FDK and SANYO do not have any significant
transactional relationship. Also, FDK's related
Transactional persons, its subsidiaries and affiliates do not haverelationship any significant transactional relationship withSANYO’s persons and its subsidiaries andaffiliates.
SANYO is not a concerned party of FDK. Also,
StatusofSANYO’s related persons, subsidiaries, andconcerned
affiliates do not include any concerned parties ofparties
FDK.

5. Details of the transfer of shares, cost of transferring, and ownership of shares before
and after transferring
Ⅰ. SANYO Energy Twicell(1)

Ownership of shares
before transferring(2)

Transfer of shares(3)

Ownership of shares
after transferring

None（Number of Voting Shares：None）（Ownership Percentage：0.0％）42,900 shares（Number of Voting Shares：42,900）（Cost of Transferring：3,360 million yen）
42,900 shares（Number of Voting Shares：42,000 ）（Ownership Percentage ：100.0％）

Ⅱ. SANYO Energy Tottori(1)

Ownership of shares
before transferring(2)

Transfer of shares(3)

Ownership of shares
after transferring

6. Schedule
October 28, 2009

None
（Number of Voting Shares：None）（Ownership Percentage ：0.0％）
9,000 shares（Number of Voting Shares：9,000）（Cost of Transferring ：3,040 million yen）
9,000 shares（Number of Voting Shares：9,000 ）（Ownership Percentage ：100.0％）

Meeting of the Board of Directors authorizing conclusion ofBasic Agreement

October 28, 2009
Conclusion of Basic Agreement
The contract day of share transfer agreement is still up in the air.
（Note 1） The above schedule is on the share transactions of SANYO Energy Twicell
and SANYO Energy Tottori to FDK.
（Note 2） This transaction is conditional on the permission required for the Tender
Offer being obtained from the relevant competition law authorities and on
the successful closing of the Tender Offer. Although, we received
permission from some competition law authorities, we do not know if andwhen we can receive permission from the other authorities.
It is not certain whether other competition law authorities will authorize
the TOB, although some authorities have already authorized it.
（Note 3） The transfer of shares of SANYO Energy Twicell and SANYO Energy
Tottori to FDK is to be held at the same time. However, the date of sharetransfer of these 2 companies to FDK may differ if the any one of above
conditions (Note 2) is not executed7. Future Prospects
By the completion of this transaction, FDK will own all shares of SANYO Energy
Twicell and SANYO Energy Tottori, which will be FDK’s consolidated subsidiaries. By
acquiring nickel-metal hydride batteries, cylindrical primary lithium batteries andcoin-shaped rechargeable batteries by this transaction, FDK will manufacture themajority of the types of batteries used by consumers. FDK can extend product line-ups
and sales channels and strengthen its over-all battery business.
Regarding the impact on this transaction to FDK’s Consolidated Business Result forFY2009 ended March 31, 2010, please refer to the “Announcement of the Revised
Financial Forecast and Implementation of Business Structural Reform” announced on
October 28, 2009.