TOKYO, Japan ― As announced in the press release “Regarding Acquisition of Stock of Altium Limited” issued on February 15, 2024, Renesas Electronics Corporation (“Renesas”, TSE: 6723), a premier supplier of advanced semiconductor solutions, entered into a Scheme Implementation Agreement for Renesas to acquire Altium Limited (“Altium”, ASX: ALU), a global leader in electronics design systems, by way of a Scheme of Arrangement under Australian law, pursuant to which Renesas will acquire all outstanding shares of Altium, making Altium an indirect wholly-owned subsidiary of Renesas, subject to satisfaction of certain conditions (the “Acquisition”).
Upon closing and as a result of the Acquisition, Renesas will also indirectly acquire the following three companies as consolidated subsidiaries (specified subsidiaries) of Altium Limited: Altium IP Hold Co. Pty Limited, Altium IP Co. Pty Limited and Altium LLC. Detailed information of each of these subsidiaries was not available on February 15, 2024. However, Renesas has obtained the information and has therefore announced the updated information of the three companies as follows. The Acquisition is expected to be completed in the second half of 2024 following the approval by Altium shareholders, Australian court, and relevant regulatory authorities, as well as satisfaction of other customary closing conditions.
<Overview of Altium’s Subsidiaries>
1. Overview of Altium IP Hold Co. Pty Limited (Subsidiary of Altium)
| (1) | Name | Altium IP Hold Co. Pty Limited | |||||
| (2) | Address | Level 6,Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067, Australia | |||||
| (3) | Name and title of representative director | Director: Aram Mirkazemi Director: Kim Besharati | |||||
| (4) | Type of business | Holding company | |||||
| (5) | Capital | 402.9 million US$ | |||||
| (6) | Established | June 2015 | |||||
| (7) | Major shareholders and their ownership ratios (As of March 31, 2024) | Altium Limited | 100% | ||||
| (8) | Relationship between Renesas and Altium IP Hold Co. Pty Limited | Capital relationship | There are no relevant capital, personal, or transactional relationships between Renesas and Altium IP Hold Co. Pty Limited | ||||
| Personal relationship | |||||||
| Transactional relationship | |||||||
| (9) | Consolidated business performance and consolidated financial status of past 3 years | ||||||
| Accounting period | FY2021/6 | FY2022/6 | FY2023/6 | ||||
| Consolidated net assets | 504.0 million US$ | 503.6 million US$ | 464.2 million US$ | ||||
| Consolidated total assets | 623.1 million US$ | 647.7 million US$ | 557.4 million US$ | ||||
| Consolidated net assets per share | 1.25 US$ | 1.25 US$ | 1.15 US$ | ||||
| Consolidated sales | 116.3 million US$ | 139.3 million US$ | 164.0 million US$ | ||||
| Consolidated operating profit | 85.6 million US$ | 46.5 million US$ | 54.8 million US$ | ||||
| Consolidated current net profit | 65.6 million US$ | 39.8 million US$ | 45.5 million US$ | ||||
| Consolidated current net profit per share | 0.16 US$ | 0.10 US$ | 0.11 US$ | ||||
| Dividends per share | 0.09 US$ | 0.10 US$ | 0.21 US$ | ||||
2. Overview of Altium IP Co. Pty Limited (Subsidiary of Altium)
| (1) | Name | Altium IP Co. Pty Limited | |||||
| (2) | Address | Level 6, Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067, Australia | |||||
| (3) | Name and title of representative director | Director: Sam Weiss Director: Aram Mirkazemi | |||||
| (4) | Type of business | Holding company | |||||
| (5) | Capital | 402.9 million US$ | |||||
| (6) | Established | June 2015 | |||||
| (7) | Major shareholders and their ownership ratios (As of March 31, 2024) | Altium IP Hold Co. Pty Limited | 100% | ||||
| (8) | Relationship between Renesas and Altium IP Co. Pty Limited | Capital relationship | There are no relevant capital, personal, or transactional relationships between Renesas and Altium IP Co. Pty Limited | ||||
| Personal relationship | |||||||
| Transactional relationship | |||||||
| (9) | Consolidated business performance and consolidated financial status of past 3 years | ||||||
| Accounting period | FY2021/6 | FY2022/6 | FY2023/6 | ||||
| Consolidated net assets | 517.9 million US$ | 517.5 million US$ | 478.1 million US$ | ||||
| Consolidated total assets | 623.1 million US$ | 647.7 million US$ | 557.4 million US$ | ||||
| Consolidated net assets per share | 1.29 US$ | 1.28 US$ | 1.19 US$ | ||||
| Consolidated sales | 116.3 million US$ | 139.3 million US$ | 164.0 million US$ | ||||
| Consolidated operating profit | 85.6 million US$ | 46.5 million US$ | 54.8 million US$ | ||||
| Consolidated current net profit | 65.6 million US$ | 39.8 million US$ | 45.5 million US$ | ||||
| Consolidated current net profit per share | 0.16 US$ | 0.10 US$ | 0.11 US$ | ||||
| Dividends per share | 0.09 US$ | 0.10 US$ | 0.21 US$ | ||||
3. Overview of Altium LLC (Subsidiary of Altium)
| (1) | Name | Altium LLC | |||||
| (2) | Address | 4225 Executive Square, Suite 1000, Level 10, La Jolla, CA 92037, USA | |||||
| (3) | Name and title of representative director | Director: Sam Weiss Director: Aram Mirkazemi | |||||
| (4) | Type of business | Software design, sales and service | |||||
| (5) | Capital | 402.9 million US$ | |||||
| (6) | Established | June 2015 | |||||
| (7) | Major shareholders and their ownership ratios (As of March 31, 2024) | Altium IP Co. Pty Limited | 100% | ||||
| (8) | Relationship between Renesas and Altium LLC | Capital relationship | There are no relevant capital, personal, or transactional relationships between Renesas and Altium LLC. | ||||
| Personal relationship | |||||||
| Transactional relationship | |||||||
| (9) | Consolidated business performance and consolidated financial status of past 3 years | ||||||
| Accounting period | FY2021/6 | FY2022/6 | FY2023/6 | ||||
| Consolidated net assets | 468.9 million US$ | 468.4 million US$ | 490.5 million US$ | ||||
| Consolidated total assets | 532.9 million US$ | 557.5 million US$ | 528.6 million US$ | ||||
| Consolidated net assets per share | 0.58 US$ | 0.58 US$ | 0.61 US$ | ||||
| Consolidated sales | 116.3 million US$ | 139.3 million US$ | 164.0 million US$ | ||||
| Consolidated operating profit | 85.5 million US$ | 46.5 million US$ | 54.8 million US$ | ||||
| Consolidated current net profit | 65.5 million US$ | 39.8 million US$ | 45.5 million US$ | ||||
| Consolidated current net profit per share | 0.08 US$ | 0.05 US$ | 0.06 US$ | ||||
| Dividends per share | 0.16 US$ | 0.05 US$ | 0.03 US$ | ||||
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.
###