TOKYO, Japan, September 27, 2013 — Renesas Electronics Corporation (TSE: 6723), a premier supplier of advanced semiconductor solutions, today announced that it has been approved at the Board of Directors on September 27, 2013 to transfer the equity interest of Renesas Electronics in Shougang NEC Electronics Co., Ltd., a consolidated subsidiary of Renesas Electronics, to Shougang Company Limited.
1. Reason for Transfer of Equity Interest
To further strengthen its competitiveness, Renesas has been working to shore up its revenue base by improving the cost structure, accelerate its decision-making, and streamline and boost its efficiency of business operations. To achieve these changes, the company has been conducting structural reforms. After careful consideration of future operational plans and mindful of the imminent expiration (on December 30, 2013) of the joint management agreement with Shougang Company Limited, Renesas has decided to transfer its entire equity interest in Shougang NEC Electronics Co., Ltd., a consolidated subsidiary of Renesas Electronics, to Shougang Company Limited, and to terminate the joint management arrangement.
2. Overview of the Subsidiary to Be Transferred
| 1 | Company name | Shougang NEC Electronics Co., Ltd | ||
|---|---|---|---|---|
| 2 | Address | No.45 Badachu Street, Shijingshan District, Beijing 100041 China | ||
| 3 | Representative | President Wei Qiang | ||
| 4 | Established | December 31, 1991 | ||
| 5 | Business | Manufacturing of semiconductor devices | ||
| 6 | Capitalization | 20.75 billion yen | ||
| 7 | Ownership | Renesas: 50.3%, Shougang Company Limited: 49.7% | ||
| 8 | The financial results and financial position of the splitting company for the past three years | Fiscal year ended December 2010 | Fiscal year ended December 2011 | Fiscal year ended December 2012 |
| (1) | Net Sales (B Yen) | 17.8 | 15.6 | 10.0 |
| (2) | Operating Income (B Yen) | 0.9 | 0.2 | -0.1 |
| (3) | Net Income before income taxes (B Yen) | 0.9 | 0.2 | -0.1 |
| (4) | Net Income (B Yen) | 0.8 | 0.1 | -0.1 |
| (5) | Net Asset (B Yen) | 9.2 | 9.4 | 9.3 |
| (6) | Total Asset (B Yen) | 12.9 | 11.3 | 10.0 |
| (7) | Relationships between Renesas and Shougang NEC Electronics Co., Ltd | Capital Relationships | Renesas owns 50.3% of Shougang NEC Electronics equity interest and Shougang NEC Electronics is Renesas' consolidated subsidiary | |
| Personnel Relationships | Four employees from Renesas concurrently serve as executives at Shougang NEC Electronics | |||
| Business Relationships | Renesas purchases semiconductor products from Shougang NEC Electronics | |||
(1 RMB=14.7 Yen)
3. Overview of the Assignee
(1) Company name: Shougang Company Limited
(2) Representative: Wang Qinghai, Chairman
(3) Address: Shi Jing Shan Lu, Shi Jing Shan Qu, Beijing, China
(4) Main business activities: Industrial manufacturing, construction, geological surveying, transportation and shipping, foreign trade, etc.
(5) Relationship with Renesas: There are no personnel connections, capital ties, or business dealings between the two companies.
4. Price of Equity Interest to be Transferred
The purchase price will be determined at a future date following the conclusion of the transfer agreement and approval by the relevant government authorities as part of the equity transfer procedure in China. Renesas intends to disclose the price as soon as it is confirmed.
5. Transfer Schedule
September 27, 2013: Approval of the Board of Directors of Renesas Electronics
September 30, 2013: Conclusion of transfer agreement (planned)
November 2013: Transfer of equity interest upon approval by the Chinese commercial authorities (planned)
6. Future Outlook
Impact on Renesas Electronics financial results from the second quarter of the fiscal year ending March 31, 2014 is currently being investigated. If it becomes apparent that a major impact is to be expected, the details will be disclosed as soon as they are determined.
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.
The content in the press release, including, but not limited to, product prices and specifications, is based on the information as of the date indicated on the document, but may be subject to change without prior notice.