TOKYO, Japan ― As announced in the press release “Renesas Completes Acquisition of Altium” issued on August 1, 2024, Renesas Electronics Corporation (“Renesas”, TSE: 6723), a premier supplier of advanced semiconductor solutions, completed the acquisition of Altium Limited (“Altium”), a global leader in electronics design systems. In order to execute this acquisition, Renesas established Renesas Electronics Australia Pty Ltd (“Renesas Electronics Australia”) and Renesas Electronics NSW Pty Ltd (”Renesas Electronics NSW”) as subsidiaries of Renesas and conducted capital increases for both companies. After a careful internal review, it was determined that the post-increase capital of both subsidiaries exceeded 10% of Renesas’ capital, classifying them as specified subsidiaries. It was also identified that the required disclosure related to this matter was omitted at the time of the decision-making. Therefore, Renesas hereby reports the capital increase and the changes in specified subsidiaries as outlined below.
1. Overview of the specified subsidiaries and the capital increase
Overview of Renesas Electronics Australia and the capital increase
| (1) | Name | Renesas Electronics Australia Pty Ltd | ||
| (2) | Address | Level 6, 821 Pacific Highway, Chatswood NSW 2067, Australia | ||
| (3) | Name and title of representative director | Director: Takahiro Homma Director: Aris Bolisay Director: Brenda Schoeninger | ||
| (4) | Type of business | Holding management company | ||
| (5) | Capital before the increase | 1 A$ | ||
| (6) | Established | April 23, 2024 | ||
| (7) | Major shareholders and their ownership ratios | Renesas Electronics Corporation | 100% | |
| (8) | Relationship between Renesas and Renesas Electronics Australia | Capital relationship | Renesas Electronics Australia is a wholly owned subsidiary of Renesas. | |
| Personal relationship | One employee from Renesas is dispatched as a Director. | |||
| Transactional relationship | There are no relevant transactional relationships. | |||
| (9) | Decision Date | May 30, 2024 | ||
| (10) | Payment Date | July 26, 2024 | ||
| (11) | Amount of Capital Increase | 9,125 million A$ | ||
| (12) | Capital After Increase | 9,125 million A$ | ||
| (13) | Ownership Ratio After Capital Increase | Renesas Electronics Corporation | 100% | |
Overview of Renesas Electronics NSW and the capital increase
| (1) | Name | Renesas Electronics NSW Pty Ltd | ||
| (2) | Address | Level 6, 821 Pacific Highway, Chatswood NSW 2067, Australia | ||
| (3) | Name and title of representative director | Director: Takahiro Homma Director: Aris Bolisay Director: Brenda Schoeninger | ||
| (4) | Type of business | Holding management company | ||
| (5) | Capital before the increase | 1 A$ | ||
| (6) | Established | April 23, 2024 | ||
| (7) | Major shareholders and their ownership ratios | Renesas Electronics Australia Pty Ltd | 100% | |
| (8) | Relationship between Renesas and Renesas Electronics NSW | Capital relationship | Renesas Electronics NSW is a sub-subsidiary of Renesas. | |
| Personal relationship | One employee from Renesas is dispatched as a Director. | |||
| Transactional relationship | There are no relevant transactional relationships. | |||
| (9) | Decision Date | May 30, 2024 | ||
| (10) | Payment Date | July 26, 2024 | ||
| (11) | Amount of Capital Increase | 9,125 million A$ | ||
| (12) | Capital After Increase | 9,125 million A$ | ||
| (13) | Ownership Ratio After Capital Increase | Renesas Electronics Australia Pty Ltd | 100% | |
2. Future Outlook
There is no material impact on Renesas' consolidated financial results for the fiscal year ending December 31, 2024 from the changes this time.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE: 6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. A 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, Twitter, YouTube, and Instagram.
(FORWARD-LOOKING STATEMENTS)
The statements in this press release with respect to the plans, strategies and financial outlook of Renesas and its consolidated subsidiaries (collectively “we”) are forward-looking statements involving risks and uncertainties. Such forward-looking statements do not represent any guarantee by management of future performance. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “continue,” “endeavor,” “estimate,” “expect,” “initiative,” “intend,” “may,” “plan,” “potential,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target,” “will” and similar expressions to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements discuss future expectations, identify strategies, contain projections of our results of operations or financial condition, or state other forward-looking information based on our current expectations, assumptions, estimates and projections about our business and industry, our future business strategies and the environment in which we will operate in the future. Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those contained or implied in any forward-looking statement, including, but not limited to, general economic conditions in our markets, which are primarily Japan, North America, Asia, and Europe; demand for, and competitive pricing pressure on, products and services in the marketplace; ability to continue to win acceptance of products and services in these highly competitive markets; and fluctuations in currency exchange rates, particularly between the yen and the U.S. dollar. Among other factors, downturn of the world economy; deteriorating financial conditions in world markets, or deterioration in domestic and overseas stock markets, may cause actual results to differ from the projected results forecast.
This press release is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this presentation, which neither we nor our advisors or representatives are under an obligation to update, revise or affirm.
###