TOKYO, Japan ― 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 held on October 31, 2018 to acquire all outstanding shares in Renesas Electronics Europe GmbH, a wholly-owned subsidiary of Renesas Electronics Europe Limited, to make Renesas Electronics Europe GmbH a wholly-owned subsidiary of Renesas.
1. Purpose of Share Acquisition
The share acquisition is aimed at reorganizing the structure of subsidiaries and sub-subsidiaries within the Renesas Group to enhance the efficiency of business operations of the whole group by making Renesas Electronics Europe GmbH, currently a sub-subsidiary, a wholly-owned subsidiary of Renesas.
2. Overview of New Wholly-Owned Subsidiary
| (1) | Name | Renesas Electronics Europe GmbH | ||||
|---|---|---|---|---|---|---|
| (2) | Headquarters | Arcadiastrasse 10, 40472 Dusseldorf, Germany | ||||
| (3) | Representative | Michael Hannawald, President | ||||
| (4) | Major Operations | Design, development, and sale of semiconductor products in Europe | ||||
| (5) | Capital | 14 million euros (1,890 million yen) | ||||
| (6) | Established | April 19, 1973 | ||||
| (7) | Major Shareholders | Renesas Electronics Europe Limited: 100% | ||||
| (8) | Ties between Renesas and Renesas Electronics Europe GmbH | Capital Ties | Renesas Electronics Europe GmbH is a wholly-owned subsidiary of Renesas Electronics Limited. Renesas Electronics Europe GmbH is a sub-subsidiary of Renesas. | |||
| Personal Ties | 16 employees are dispatched from Renesas to Renesas Electronics Europe GmbH (as of October 31, 2018). | |||||
| Transactional Ties | Renesas designs, develops and sells semiconductor products in Europe through Renesas Electronics Europe GmbH. | |||||
| (9) | Consolidated business performance and consolidated financial status of Renesas Electronics Europe GmbH over the most recent three years | |||||
| Accounting Period | Fiscal Year Ended March 31, 2016 | Fiscal Year Ended December 31, 2016 | Fiscal Year Ended December 31, 2017 | |||
| Consolidated net assets | 101.819 million euros (13,746 million yen) |
108.934 million euros (14,706 million yen) |
112.663 million euros (15,210 million yen) |
|||
| Consolidated total assets | 353.963 million euros (47,785 million yen) |
345.839 million euros (46,688 million yen) |
371.613 million euros (50,168 million yen) |
|||
| Consolidated net assets per share | 25.455 million euros (3,436 million yen) |
27.234 million euros (3,677 million yen) |
28.166 million euros (3,802 million yen) |
|||
| Consolidated Sales | 870.437 million euros (117,509 million yen) |
659.901 million euros (89,087 million yen) |
965.647 million euros (130,362 million yen) |
|||
| Consolidated operating income | 16.043 million euros (2,166 million yen) |
9.344 million euros (1,261 million yen) |
9.348 million euros (1,262 million yen) |
|||
| Consolidated net income | 12.389 million euros (1,673 million yen) |
7.115 million euros (961 million yen) |
3.729 million euros (503 million yen) |
|||
| Consolidated net income per share | 3.097 million euros (418 million yen) |
1.779 million euro (240 million yen) |
0.932 million euro (126 million yen) |
|||
| Dividends per share | － | － | － | |||
*Figures in parenthesis are calculated at the exchange rate as of the end of December, 2017 (135 yen per Euro).
3. Overview of Company from Which Shares Will Be Acquired
| (1) | Name | Renesas Electronics Europe Limited |
|---|---|---|
| (2) | Headquarters | Dukes Meadow, Millboard Road, Bourne End, Buckinghamshire SL8 5FH, U.K. |
| (3) | Representative | Michael Hannawald, President |
| (4) | Major Operations | Design, development, and sale of semiconductor products in Europe |
| (5) | Capital | 32.92 million pounds (5,004 million yen) |
| (6) | Established | November 11, 2002 |
| (7) | Major Shareholders | Renesas Electronics Corporation: 100% |
*Figures in parenthesis are calculated at the exchange rate as of the end of December, 2017 (152 yen per pound).
4. Schedule
| (1) | Approval of share acquisition by board of directors | October 31, 2018 |
|---|---|---|
| (2) | Conclusion of share acquisition agreement | November 30, 2018 (planned) |
| (3) | Effective date of share acquisition | January 1, 2019 (planned) |
5. Number of Shares to Be Acquired
| (1) | Shares owned before the share acquisition | 0 share (0%) |
|---|---|---|
| (2) | Number of Shares to be acquired | 4 shares |
| (3) | Purchase price | Approx. 60 million euros (approx. 8.1 billion yen) (planned) |
| (4) | Shares owned after share acquisition | 4 shares (100%) |
*Figures in parenthesis are calculated at the exchange rate as of the end of December, 2017 (135 yen per Euro).
6. Future Outlook
Since the share acquisition involves companies belonging to the Renesas Group, no impact is anticipated on Renesas ' consolidated financial results.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power, and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, and YouTube.
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