TOKYO, Japan, February 8, 2024 – Renesas Electronics Corporation (TSE:6723, “Renesas”), a premier supplier of advanced semiconductor solutions, today announced that it has resolved at the Meeting of Board of Directors dated February 8, 2024, to consolidate its wholly-owned subsidiary Renesas Engineering Services Co., Ltd. (“Renesas Engineering Services”) through an absorption-type merger (“Merger”). Certain disclosure items and details have been omitted due to the Merger being an absorption-type merger of a wholly-owned subsidiary.
1. Purpose of Merger
Renesas changed its organizational structure as of January 1, 2024, establishing four technology-based Product Groups. New groups of functions such as Engineering and Quality Assurance were also established, serving as centralized foundations across all lines of business. As part of this organizational change, Renesas is considering reassigning all employees involved in engineering shared across Product Groups to the newly created Engineering Group. As a wholly-owned subsidiary of Renesas, Renesas Engineering Services mainly conducts design/development support and quality assurance operation. In accordance with the organizational change this time, Renesas aims to reassign employees of Renesas Engineering Services as well to the relevant new functions.
Additionally, Renesas aims to achieve further operational efficiency by streamlining duplicate processes caused by Renesas Engineering Services being a separate entity. This has led to Renesas’ decision to carry out the Merger on April 1, 2024.
2. Summary of Merger
(1) Schedule of Merger
| Approval of Board of Directors regarding the Merger | February 8, 2024 |
| Conclusion of absorption-type merger agreement | February 8, 2024 |
| Date of Merger (effective date) | April 1, 2024 (planned) |
(Note) Renesas will follow the procedure for a simple absorption-type merger and Renesas Engineering Services will follow the procedure for a short-form merger as stipulated under Article 796, §2 and Article 784, §1 of the Japan Corporation Law, respectively, both of which do not require approval of the merger agreement by a general meeting of shareholders.
(2) Method of Merger
The Merger will be conducted through an absorption-type merger method in which Renesas will be the surviving company and Renesas Engineering Services will be dissolved as the absorbed company.
(3) Distribution of Assets
Since Renesas Engineering Services is a wholly-owned subsidiary of Renesas, there will be no issuance of stocks or other provision of compensation in connection with the Merger.
(4) Share subscription rights and bonds with share subscription rights
No share subscription rights or bonds with share subscription rights are issued.
(5) Overview of parties to the Merger (as of December 31, 2023)
| (1) | Company Name | Renesas Electronics Corporation (surviving company) |
| (2) | Address | 3-2-24, Toyosu, Koto-ku, Tokyo |
| (3) | Representative | Hidetoshi Shibata, Representative Director, President & CEO |
| (4) | Major Operations | Research, development, design, manufacture, sale, and servicing of semiconductor products |
| (5) | Capital | 153.2 billion yen |
| (6) | Established | November 1, 2002 |
| (7) | Shares Issued | 1,958,454,023 (including 181,369,882 treasury stocks) |
| (8) | Fiscal Term | December 31 |
| (9) | Major Stockholders and Ownership Ratios | The Master Trust Bank of Japan, Ltd. (Trust Account): 12.00% DENSO CORPORATION: 8.61% TOYOTA MOTOR CORPORATION: 4.22% Custody Bank of Japan, Ltd. (Trust Account): 4.17% Custody Bank of Japan, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account): 3.93% |
| (10) | Equity Attributable to Owners of Parent | 2,001,553 million yen |
| (11) | Total Assets | 3,167,003 million yen |
| (12) | Equity Attributable to Owners of Parent per Share | 1,126.31 yen |
| (13) | Revenue | 1,469,415 million yen |
| (14) | Operating Profit | 390,766 million yen |
| (15) | Profit Before Tax | 422,173 million yen |
| (16) | Profit Attributable to Owners of Parent | 337,086 million yen |
| (17) | Basic Earnings per Share | 189.77 yen |
| (1) | Company Name | Renesas Engineering Services Co., Ltd. (absorbed company) |
| (2) | Address | 5-20-1, Josuihon-cho, Kodaira-shi, Tokyo |
| (3) | Representative | Kazuya Yamanaka, President |
| (4) | Major Operations | Design/development support services, reliability testing services, and commissioned analysis services |
| (5) | Capital | 50 million yen |
| (6) | Established | April 1, 1998 |
| (7) | Shares Issued | 500 |
| (8) | Fiscal Term | December 31 |
| (9) | Major Stockholders and Ownership Ratios | Renesas Electronics Corporation: 100% |
| (10) | Net Assets | 2,979 million yen |
| (11) | Total Assets | 4,490 million yen |
| (12) | Net Assets per Share | 5,957,806.42 yen |
| (13) | Net Sales | 4,827 million yen |
| (14) | Operating Income | 324 million yen |
| (15) | Ordinary Income | 333 million yen |
| (16) | Net Income | 292 million yen |
| (17) | Net Income per Share | 583,050.69 yen |
3. Situation Following the Merger
There will be no changes to the company name, business activities, headquarters address, representative, capital, and end of fiscal year of Renesas as a result of the merger.
4. Future Outlook
Since the Merger involves Renesas and Renesas’ consolidated wholly-owned subsidiary, no material impact is anticipated on Renesas ' consolidated financial results.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE:6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. The leading global provider of microcontrollers, Renesas combines our expertise in embedded processing, analog, power and connectivity to deliver complete semiconductor solutions. These Winning Combinations accelerate time to market for automotive, industrial, infrastructure and IoT applications, enabling billions of connected, intelligent devices that enhance the way people work and live. Learn more at renesas.com. Follow us on LinkedIn, Facebook, X, YouTube, and Instagram.