May 26, 2022
Fujitsu Semiconductor Limited
T Capital Partners Co., Ltd.
T Capital Partners and Fujitsu Semiconductor reach stock purchase agreement for Fujitsu
Semiconductor Memory Solution
Tokyo, May 26, 2022 - Fujitsu Semiconductor Limited (hereinafter FSL) and T Capital Partners Co.,
Ltd. (hereinafter TCAP) today announced that a definitive agreement between a company newly
established by TCAP (hereinafter the successor company) and FSL has been executed in which theshares in Fujitsu Semiconductor Memory Solution Limited (hereinafter FSM) held by FSL will betransferred to the successor company. The transfer of the shares is expected to close by the end of
September 2022.
FSL will continue to hold around 30% of the voting rights of FSM for the time being.
While the global semiconductor industry continues to undergo significant change, semiconductor
supplies remain under growing pressure and raw material prices have been soaring due to the ongoing
COVID-19 pandemic and uncertainties in sociopolitical climate intensifying competition amongst
global vendors. Under these circumstances, in March 2020, FSL spun off FSM as a wholly-owned
subsidiary to conduct system memory business with a view to creating a new organizational structure
to realize faster decision-making, streamline business operations, and achieve clearer delineation ofbusiness responsibilities.
To accelerate the development of next-generation system memory LSIs and business for newsolutions, FSL has decided to further enhance FSM's independence by transferring its shares in FSM
to the successor company. This will enable FSM to expand its businesses flexibly with its advanced
technical expertise in system memory LSIs such as FeRAM (Ferroelectric Random Access Memory)(1) and ReRAM (Resistive Random Access Memory) (2), accumulated over more than a decade. FSL

will retain about 30% of the voting rights in FSM for the time being to support FSM's smooth transition
to a self-independent operating company.
TCAP highly evaluates FSM's development and design capabilities that have achieved the practicalapplication, popularization, and market creation of its high-performance products, as well as its highlystable business development with FeRAM of excellent performance, and believes that it has potential
for far more expansion in the emerging markets through future development. Since the late 1990s,
when private equity investment in Japan was in its infancy, TCAP has been investing in Japanesecompanies with excellent business foundations and has vast experiences in working on investments in
multiple manufacturing industries and large corporations on spin-out and carve-out of their business.
Going forward, TCAP aims to further enhance FSM's corporate value by building an independent
business structure and steadily boosting its business strategy, by taking advantages of FSM's strengths
and characteristics, as well as the operational knowledge gained from previous investments.
For the present, FSM will continue to use the trade name "Fujitsu Semiconductor Memory Solution
Limited" and continue to provide the currently developed products to its customers.
Overview of FSM
Company Name

: Fujitsu Semiconductor Memory Solution Limited

Location: Shin-Yokohama TECH Building, 3-9-1 Shin-Yokohama, Kohoku-Ku,Yokohama, Kanagawa, Japan

Representative: Kagemasa Magaribuchi, President and Representative Director

Business Profile: Design and development of memory products and solutions

Established: March 31, 2020

Related Links:
Fujitsu Semiconductor: https://www.fujitsu.com/jp/group/fsl/en/
Fujitsu Semiconductor Memory Solution: https://www.fujitsu.com/jp/group/fsm/en/
T Capital Partners: https://www.tcap.co.jp/english/
Notes:
1. FeRAM：Ferroelectric random-access memory. A type of memory that uses a ferroelectric film
as capacitors that store data. Retains contents even when power is removed. Combines benefitsof both ROM and RAM, with fast write speed, low-power consumption, and high read/write
cycle endurance. Produced by Fujitsu Semiconductor Memory Solution since 1999.
2. ReRAM：Resistive Random Access Memory. A form of non-volatile memory in which pulse
voltage is applied to a thin metal oxide film, creating massive changes in resistance to record
ones and zeros. With a simple structure of metal oxide placed between electrodes, itsmanufacturing process is very simple, while still offering excellent features such as low power
consumption and easy write operation.
Press Contacts
Fujitsu Semiconductor Limited
Public Relations
https://www.fujitsu.com/jp/group/fsl/en/contact/
T Capital Partners Co., Ltd.
Tel: +81-3-5223-3516
・ Kenji Uchino, Director・ Keisuke Nagai, Senior Vice President
・ Hiroto Noda, Senior Associate