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 consolidate its wholly-owned subsidiary Renesas Semiconductor Package & Test Solutions Co., Ltd. (“Renesas Semiconductor Package & Test Solutions”) 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
With an aim to build a business structure that can generate consistent profitability, Renesas reorganized its domestic manufacturing subsidiaries and business units in April 2014 to simplify and boost the efficiency of its organization and these efforts have steadily delivered tangible results. Nevertheless, Renesas must build a flexible production system based on quick decision-making to be able to respond to the rapid changes in the semiconductor industry. Renesas therefore decided to consolidate Renesas Semiconductor Package & Test Solutions, which is responsible overall for the back-end production business, effective January 1, 2019, to further simplify the organization and decision-making process within the semiconductor production business and enable rapid and consistent decision-making. The Merger will enable Renesas to build a manufacturing structure optimized for responding to changes in the business environment and accelerate further growth.
2. Summary of Merger
(1) Schedule of Merger
| Approval of Board of Directors regarding the Merger | October 31, 2018 |
|---|---|
| Conclusion of absorption-type merger agreement | October 31, 2018 |
| Date of Merger (effective date) | January 1, 2019 (planned) |
(Note) Renesas will follow the procedure for a simple absorption-type merger and Renesas Semiconductor Package & Test Solutions will follow the procedure for a short-from 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 Semiconductor Package & Test Solutions will be dissolved as the absorbed company.
(3) Distribution of Assets
Since Renesas Semiconductor Package & Test Solutions 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, 2017)
| (1) | Company Name | Renesas Electronics Corporation (surviving company) |
|---|---|---|
| (2) | Address | 3-2-24, Toyosu, Koto-ku, Tokyo |
| (3) | Representative | Tetsuya Tsurumaru, Representative Director, Chairman Bunsei Kure, Representative Director, President & CEO |
| (4) | Major Operations | Research, development, design, manufacture, sale, and servicing of semiconductor products |
| (5) | Capital | 10.0 billion yen |
| (6) | Established | November 1, 2002 |
| (7) | Shares Issued | 1,667,194,490 (including 2,581 treasury stocks) |
| (8) | Fiscal Term | December 31 |
| (9) | Major Stockholders and Ownership Ratios (as of June 30, 2018) | Innovation Network Corporation of Japan: 33.38% JP Morgan Chase Bank 380055: 5.17% GIC Private Limited -C: 5.03% Denso Corporation: 4.99% Mitsubishi Electric Corporation: 4.53% |
| (10) | Consolidated Net Assets | 511,898 million yen |
| (11) | Consolidated Total Assets | 1,062,672 million yen |
| (12) | Consolidated Net Assets per Share | 304.20 yen |
| (13) | Consolidated Net Sales | 780,261 million yen |
| (14) | Consolidated Operating Income | 78,400 million yen |
| (15) | Consolidated Ordinary Income | 75,288 million yen |
| (16) | Net Income Attributable to Shareholders of Parent Company | 77,196 million yen |
| (17) | Net Income per Share | 46.30 yen |
| (1) | Company Name | Renesas Semiconductor Package & Test Solutions Co., Ltd. (absorbed company) |
|---|---|---|
| (2) | Address | 111 Nishiyokote-machi, Takasaki, Gunma Prefecture |
| (3) | Representative | Osamu Nogimura, President |
| (4) | Major Operations | Manufacture and sale of electronic parts and electrical components (assembly and testing of integrated circuit devices) |
| (5) | Capital | 0.1 billion yen |
| (6) | Established | September 12, 1969 |
| (7) | Shares Issued | 2,000,000 |
| (8) | Fiscal Term | December 31 |
| (9) | Major Stockholders and Ownership Ratios | Renesas Electronics Corporation: 100% |
| (10) | Net Assets | 20,421 million yen |
| (11) | Total Assets | 79,027 million yen |
| (12) | Net Assets per Share | 10,210.72 yen |
| (13) | Net Sales | 47,101 million yen |
| (14) | Operating Income | 931 million yen |
| (15) | Ordinary Income | 916 million yen |
| (16) | Net Income | 4,361 million yen |
| (17) | Net Income per Share | 2,180.55 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) 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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