Renesas Electronics Reaches a Definitive Agreement to Transfer its Subsidiaries’ Back-End Facilities and Others to J-Devices
Renesas Electronics Reaches a Definitive Agreement to Transfer its
Subsidiaries’ Back-End Facilities and Others to J-Devices
Business Wire
TOKYO -- March 19, 2013
Renesas Electronics Corporation (TSE:6723, “Renesas”), a premier supplier of
advanced semiconductor solutions, today announced that Renesas and J-Devices
Corporation (“J-Devices”) signed a definitive agreement (“DA”) to transfer
Renesas subsidiaries’ back-end facilities and others to J-Devices following a
Memorandum of Understanding which was announced on January 30, 2013 in the
news release “Renesas Electronics and J-Devices Sign Memorandum of
Understanding on Transfer of Back-End Facilities.”
In this transfer, Renesas defines its wholly owned subsidiaries, Renesas
Northern Japan Semiconductor, Inc. (“Renesas Northern Japan”), Renesas Kansai
Semiconductor Co., Ltd. (“SKS”), Renesas Kyushu Semiconductor Corp. (“Renesas
Kyushu”) and Renesas Northern Japan’s wholly owned subsidiary, Hokkai
Electronics Co., Ltd. (“Hokkai Electronics”) as “splitting companies in
absorption-type split.” Through an absorption-type corporate split (“the
corporate split”) Renesas will transfer assets, debts, other rights and
obligations related to partial back-end production business of the splitting
companies in absorption-type split (back-end production business of the
Hakodate Factory of Renesas Northern Japan and the Fukui Factory of SKS,
back-end production business and contract manufacturing service of the
Kumamoto Factory of Renesas Kyushu, and production support business of Hokkai
Electronics: referred to collectively below as “the business to be
transferred”) to a wholly owned subsidiary that Renesas will newly establish.
Then Renesas will transfer all issued shares of the subsidiary to J-Devices
(This transfer is referred to below as “the transfer”).
The DA aims at building a long-term, mutually beneficial relationship between
Renesas and J-Devices as strategic partners in the semiconductor production
business. With today’s agreement as the basis, the two companies intend to
complete the transfer on June 1, 2013.
I. Purpose of the Corporate Split and the Transfer
As announced on July 3, 2012, in “Renesas Electronics Announces the Direction
of Various Measures to Establish Robust and Profitable Structure,” Renesas is
proceeding with the restructuring of Renesas group production facilities in
Japan in order to strengthen its revenue base. As part of this process, under
a production strategy in which the back-end facilities in Japan specialize in
production of high-value added products with increasing outsourcing ratio as
well as production ratio at Renesas overseas sites as a result, the Yonezawa
Factory of Renesas Northern Japan and the Oita Factory of Renesas
Semiconductor Kyushu Yamaguchi Co., Ltd. were to be maintained and
strengthened, and the business to be transferred this time were to be
“considered for transfer within one year” in a process of selection and focus
of business operations. Accordingly, Renesas began looking for a transfer
assignee with whom it could expect to build a long-term partnership that would
strengthen the competitiveness of the business to be transferred and provide a
high-quality, reliable supply of products.
On the other hand, as a company devoted to semiconductor assembly and test
operations for customers, J-Devices believed it is of the utmost importance to
expand the scale of its operation in order to strengthen cost competitiveness
required for the further business growth.
Against this background, Renesas and J-Devices came to a common understanding,
and reached the DA regarding the business to be transferred to J-Devices on
June 1, 2013.
The Renesas products, which are related to the business to be transferred,
will continue to be supplied by Renesas to customers with the quality,
delivery schedules, service equal to or better than before even after the
transfer.
As previously mentioned, Renesas will transfer assets, debts, other rights and
obligations related to the business to be transferred to a wholly owned
subsidiary that Renesas will newly establish. Then Renesas will transfer all
issued shares of the subsidiary to J-Devices. The overview of the subsidiary
is as follows.
II. Establishment of the Subsidiary
1. Purpose of the Establishment of the Subsidiary (Successor Company in
Absorption-Type Split)
As part of the transfer, Renesas intends to integrate the business to be
transferred into Renesas J Semiconductor Corporation (“successor company
in absorption-type split”), which Renesas will newly establish as its
wholly owned subsidiary.
2. Overview of the Subsidiary to be Established in April 2012 as a Successor
Company in Absorption-Type Split
Company Name Renesas J Semiconductor Corporation
Location 2-6-2, Ote-machi, Chiyoda-ku, Tokyo 100-0004, Japan
Representative Akira Furuki, Representative Director and President
Major Operations Research, development, design, manufacture and sale of
electronic products
Capital 1 million yen
III. The Corporate Split
1. Outline of the Corporate Split
(1) Timeline for the Corporate Split
Approval of the splitting companies in absorption-type split for the
corporate split agreement: April 2013 (planned)
Approval of the successor company in absorption-type split for the
corporate split agreement: April 2013 (planned)
Signing of the corporate split agreement: April 2013 (planned)
Approval of shareholders’ meetings of the splitting companies in
absorption-type split for the corporate split: May 2013 (planned)
Approval of shareholders’ meeting of the successor company in
absorption-type split for the corporate split: May 2013 (planned)
Effective date of the corporate split: June 1, 2013 (planned)
(2) Method of the Corporate Split
Renesas Northern Japan, SKS, Renesas Kyushu and Hokkai Electronics will
be the splitting companies in absorption-type split and Renesas J
Semiconductor Corporation will be the successor company in
absorption-type split.
(3) Share Allocation in Accordance with the Corporate Split
<Corporate split of Renesas Kyushu>
Upon the corporate split, the successor company in absorption-type split
will issue 3,000 common stocks and will allocate all of them to Renesas
Kyushu, a splitting company in absorption-type split. In addition,
Renesas Kyushu will allocate all the shares as dividend of surplus to
its wholly owning parent company, Renesas.
<Corporate split of other three companies (Renesas Northern Japan, SKS,
and Hokkai Electronics) >
Upon the corporate split, allocation of shares, cash and other property
is not scheduled.
(4) Share Subscription Rights and Bonds with Share Subscription Rights
The splitting companies in absorption-type split have not issued share
subscription rights and bonds with share subscription rights.
(5) Increase and Decrease in Capital Resulting from the Corporate Split
Capital of the splitting companies in absorption-type split will not be
changed following the corporate split while capital of the successor
company in absorption-type split will be increased by 300 million yen
resulting from the corporate split of Renesas Kyushu.
(6) Rights and Obligations Transferred to the Successor Company
The successor company in absorption-type split will acquire assets,
debts, other rights and obligations of the business to be transferred on
the effective date of the corporation split based on the corporate split
agreement with the splitting companies in absorption-type split. The
transfer will be undertaken with the method of noncumulative taking of
obligation.
(7) Ability to Fulfill Obligations
Renesas concludes that both the splitting companies and the successor
company in absorption-type split shall have abilities to fulfill all
their debt obligations on and after the effective date of the corporate
split.
2. Overview of the Splitting Companies and the Successor Company
Splitting Company 1 Successor Company
Renesas Northern Japan Renesas J
(1) Company Name Semiconductor, Inc. Semiconductor
Corporation
145, Aza-Nakajima, 2-6-2, Ote-machi,
(2) Location Nanae-cho, Kameda-gun, Chiyoda-ku,
Hokkaido, Tokyo 100-0004,
041-1196, Japan Japan
Kosuke Tanaka, Akira Furuki,
(3) Representative Representative Representative
Director and President Director and
President
Research, development, Research,
design, manufacture and development, design,
(4) Major Operations sale of semiconductor and manufacture and sale
IC products of electronic
products
(5) Capital 2,550 million yen 1 million yen
(6) Established May 30, 1970 April, 2013
(planned)
(7) Number of Shares 6,648,000 ―
Issued
(8) Fiscal Term March 31 March 31
(9) Employees ― ―
(10) Main Client ― ―
(11) Main Bank ― ―
Major Renesas Electronics Renesas Electronics
(12) Shareholders and Corporation 100% Corporation 100%
Equity Ratio
(13) The financial results and financial position of the splitting company
for the past three years
Fiscal year Fiscal year Fiscal
Accounting Period ended ended year ended
March 2010 March 2011 March 2012
9,380 million 9,827 million 8,031
Net Asset yen yen million
yen
31,335 million 30,421 million 31,117
Total Asset yen yen million
yen
Net Asset Per Share 1,410.88 yen 1,478.16 yen 1,208.06
yen
44,318 million 48,562 million 41,536
Net Sales yen yen million
yen
1,162 million 2,143 million -814
Operating Income yen yen million
yen
1,043 million 2,064 million -885
Ordinary Income yen yen million
yen
1,901 million 447 million -1,796
Net Income yen yen million
yen
Net Income Per Share 285.94 yen 67.27 yen -270.09
yen
Dividends Per Share ― ― ―
Splitting Company 2 Successor Company
Renesas Kansai Semiconductor Renesas J
(1) Company Name Co., Ltd. Semiconductor
Corporation
2-6-2, Ote-machi,
(2) Location 2-9-1 Seiran, Otsu-shi, Shiga Chiyoda-ku,
520-8555, Japan Tokyo 100-0004,
Japan
Yasuhiro Funakoshi, Akira Furuki,
(3) Representative Representative Representative
Director and President Director and
President
Research,
Research, development, development,
(4) Major Operations design, manufacture and sale design,
of semiconductor and IC manufacture and
products sale of electronic
products
(5) Capital 1,000 million yen 1 million yen
(6) Established July 1, 1983 April, 2013
(planned)
(7) Number of Shares 20,000 ―
Issued
(8) Fiscal Term March 31 March 31
(9) Employees ― ―
(10) Main Client ― ―
(11) Main Bank ― ―
Major Renesas Electronics Renesas
(12) Shareholders and Corporation 100% Electronics
Equity Ratio Corporation 100%
(13) The financial results and financial position of the splitting company
for the past three years
Fiscal year Fiscal year Fiscal year
Accounting Period ended ended ended
March 2010 March 2011 March 2012
Net Asset 1,871 million 1,866 million 560 million
yen yen yen
Total Asset 56,987 million 53,309 million 45,524
yen yen million yen
Net Asset Per Share 93,555.32 yen 93,312.14 yen 28,016.53
yen
Net Sales 85,991 million 68,065 million 55,121
yen yen million yen
Operating Income 7,641 million 1,547 million 582 million
yen yen yen
Ordinary Income 6,540 million 184 million -639 million
yen yen yen
Net Income 3,584 million -3.7 million -1,307
yen yen million yen
Net Income Per Share 179,219.92 yen -185.74 yen -65,325.00
yen
Dividends Per Share ― ― ―
Splitting Company 3 Successor Company
Renesas Kyushu Semiconductor Renesas J
(1) Company Name Corp. Semiconductor
Corporation
272-10, Oaza-Takaono, 2-6-2, Ote-machi,
(2) Location Ozu-machi, Kikuchi-gun, Chiyoda-ku,
Kumamoto, 869-1232, Japan Tokyo 100-0004,
Japan
Akira Furuki,
(3) Representative Akira Furuki, Representative Representative
Director Director and President Director and
President
Research,
Research, development, development,
(4) Major Operations design, manufacture and sale design,
of semiconductor and IC manufacture and
products sale of electronic
products
(5) Capital 500 million yen 1 million yen
(6) Established August 1, 1991 April, 2013
(planned)
(7) Number of Shares 7,000 ―
Issued
(8) Fiscal Term March 31 March 31
(9) Employees ― ―
(10) Main Client ― ―
(11) Main Bank ― ―
Major Renesas Electronics Renesas
(12) Shareholders and Corporation 100% Electronics
Equity Ratio Corporation 100%
(13) The financial results and financial position of the splitting company
for the past three years
Fiscal year Fiscal year Fiscal year
Accounting Period ended ended ended
March 2010 March 2011 March 2012
Net Asset 1,494 million 1,747 million 1,124
yen yen million yen
Total Asset 20,863 million 22,012 million 18,232
yen yen million yen
Net Asset Per Share 213,396.76 yen 249,618.47 yen 160,634.74
yen
Net Sales 31,506 million 30,890 million 24,791
yen yen million yen
Operating Income 471 million yen 572 million -348 million
yen yen
Ordinary Income 367 million yen 468 million -493 million
yen yen
Net Income 241 million yen 253 million -623 million
yen yen
Net Income Per Share 34,447.75 yen 36,221.71 yen -88,983.73
yen
Dividends Per Share ― ― ―
Splitting Company 4 Successor Company
Hokkai Electronics Co., Renesas J
(1) Company Name Ltd. Semiconductor
Corporation
289-12, Higashi-cho, 2-6-2, Ote-machi,
(2) Location Yakumo-cho, Futami-gun, Chiyoda-ku,
Hokkaido, 049-3102, Tokyo 100-0004, Japan
Japan
Keiichi Nakamura, Akira Furuki,
(3) Representative Representative Representative
Director and President Director and
President
Research,
Manufacture and sale of development, design,
(4) Major Operations IC products manufacture and sale
of electronic
products
(5) Capital 20 million yen 1 million yen
(6) Established November 2, 1978 April, 2013 (planned)
(7) Number of Shares 400 ―
Issued
(8) Fiscal Term March 31 March 31
(9) Employees ― ―
(10) Main Client ― ―
(11) Main Bank ― ―
(12) Major Shareholders Renesas Northern Japan Renesas Electronics
and Equity Ratio Semiconductor, Inc. 100% Corporation 100%
(13) The financial results and financial position of the splitting company
for the past three years
Fiscal year Fiscal year Fiscal year
Accounting Period ended ended ended
March 2010 March 2011 March 2012
Net Asset 62 million yen 70 million 75 million
yen yen
Total Asset 215 million 210 million 198 million
yen yen yen
Net Asset Per Share 156,517.50 yen 175,405.00 188,185.00
yen yen
Net Sales 308 million 310 million 262 million
yen yen yen
Operating Income 13 million yen 20 million 18 million
yen yen
Ordinary Income 16 million yen 20 million 16 million
yen yen
Net Income 3 million yen 7 million yen 5 million yen
Net Income Per Share 8,139.99 yen 18,888.64 yen 12,779.84 yen
Dividends Per Share ― ― ―
3. Overview of the Business to be Carved out through the Corporate Split
(1) Business to be Carved out
Hakodate Factory of Renesas Northern Japan: Semiconductor back-end
production business
Fukui Factory of SKS: Semiconductor back-end production business
Kumamoto Factory of Renesas Semiconductor back-end production
Kyushu: business and
contract manufacturing service
Hokkai Electronics: Support business of semiconductor back-end
production
(2) Financial Results of Divisions to be Carved out
A. Hakodate Factory of Renesas Northern Japan
Fiscal year ended March 2011 Fiscal year ended March 2012
Sales* 25,782 million yen 30,960 million yen
B. Fukui Factory of SKS
Fiscal year ended March 2011 Fiscal year ended March 2012
Sales* 35,017 million yen 25,422 million yen
C. Kumamoto Factory of Renesas Kyushu
Fiscal year ended March 2011 Fiscal year ended March 2012
Sales* 50,208 million yen 56,293 million yen
D. Hokkai Electronics
Fiscal year ended March 2011 Fiscal year ended March 2012
Sales* 310 million yen 262 million yen
*Above sales include the value of chips and others which Renesas provides to
each splitting company for profit.
(3) List of Assets and Liabilities to be Carved out and their Book Values (As
of March 31, 2012)
A. Hakodate Factory of Renesas Northern Japan
Assets Liabilities
Item Book Value Item Book Value
Current Assets 624 million yen Current Liabilities 6 million yen
Fixed Assets 4,195 million Fixed Liabilities 3 million yen
yen
Total 4,819 million Total 9 million yen
yen
B. Fukui Factory of SKS
Assets Liabilities
Item Book Value Item Book Value
Current Assets 1,213 million Current Liabilities 1 million yen
yen
Fixed Assets 4,869 million Fixed Liabilities 0 million yen
yen
Total 6,082 million Total 1 million yen
yen
C. Kumamoto Factory of Renesas Kyushu
Assets Liabilities
Item Book Value Item Book Value
Current Assets 1,909 million Current Liabilities 0 million yen
yen
Fixed Assets 9,911 million Fixed Liabilities 44 million
yen yen
Total 11,820 million Total 44 million
yen yen
D. Hokkai Electronics
Assets Liabilities
Item Book Value Item Book Value
Current Assets 0 million yen Current Liabilities 0 million yen
Fixed Assets 2 million yen Fixed Liabilities 0 million yen
Total 2 million yen Total 0 million yen
* After March 31, 2012, the splitting companies had 7 billion yen of fixed
liability of which Renesas becomes the creditor. 7 billion of fixed liability
has the equivalent effect as the future payment for the transferred company.
4. Status of the Splitting Companies and the Successor Company Following the
Corporate Split
(1) Status of the Splitting Companies
There will be no changes to company names, major operations, capital and
fiscal terms of the splitting companies (Renesas Northern Japan, SKS,
Renesas Kyushu and Hokkai Electronics) following the corporate split.
Representatives and locations of the companies are subject to change.
(2) Status of the Successor Company (Planned to be Established in April 2013)
Company Name*^1 Renesas J Semiconductor Corporation
Location*^1 2-6-2, Ote-machi, Chiyoda-ku, Tokyo 100-0004, Japan
Representative Akira Furuki, Representative Director and President
Major Operations Research, development, design, manufacture and sale of
electronic products
Capital*^2 301 million yen
Fiscal Term March 31
Net Asset Not fixed yet at the moment
Total Asset Not fixed yet at the moment
The successor company’s name and location will be changed on the
Note 1: effective date of the transfer. (The name is scheduled to change to
J-Devices Semiconductor Corporation.)
Note 2: The successor company’s capital will be increased by 300 million yen
following the corporate split.
5. Financial Outlook
The splitting companies and the successor company in absorption-type split are
wholly owned subsidiaries of Renesas, thereby there will be no impact to
Renesas’ consolidated financial results.
IV. The Transfer
1. Purpose of the Transfer
Please refer to “I. Purpose of the Corporate Split and the Transfer”. The
transfer will be completed on condition that the corporate split, which was
previously mentioned in “III. The Corporate Split”, will be come into
force.
2. Overview of a Subsidiary (Renesas J Semiconductor Corporation) to be
Transferred
(1) Company Name*^1 Renesas J Semiconductor Corporation
(2) Location*^1 2-6-2, Ote-machi, Chiyoda-ku, Tokyo 100-0004,
Japan
(3) Representative*^1 Akira Furuki, Representative Director and
President
(4) Major Operations Research, development, design, manufacture and
sale of electronic products
(5) Capital*^2 301 million yen
(6) Established April 2013 (planned)
(7) Major Shareholders Renesas Electronics Corporation 100%
and Equity Ratio
This company will be a Renesas’
Capital wholly owned consolidated
Relationships subsidiary to be established in
April 2013.
There is no personnel
relationship between Renesas and
this company required to be
Relationships Personnel referred to herein. A
(8) between Related Relationships representative director of
Parties Renesas Kyushu, a Renesas
subsidiary, will concurrently
serve as a representative
director of this company.
There is no business
Business relationship between Renesas and
Relationships this company required to be
referred to herein.
(9) The financial results and financial position of the company for the past
three years*^3
Fiscal Fiscal
Fiscal year ended year year
Accounting Period March 2012 ended ended
March March
2011 2010
Net Asset ― ― ―
Total Asset ― ― ―
Net Asset Per Share ― ― ―
Net Sales ― ― ―
Operating Income ― ― ―
Ordinary Income ― ― ―
Net Income ― ― ―
Net Income Per Share ― ― ―
Dividends Per Share ― ― ―
The company’s name, location and representative will be changed on
Note 1: the effective date of the transfer. (The name is scheduled to change
to J-Devices Semiconductor Corporation.)
Note 2: The company’s capital will be increased by 300 million yen following
the corporate split.
Since the company is planned to be established in April 2013, no
Note 3: financial results and financial position for the past three years
are available.
3. Overview of the Transferee
(1) Company Name J-Devices Corporation
(2) Location 1913-2 Fukura, Usuki-shi, Oita, Japan
(3) Representative CEO: Yoshifumi Nakaya
(4) Major Operations Back-end manufacturing of semiconductor devices
(Wafer test, Assembly and Final test)
(5) Capital 1.77 billion yen
(6) Established November 6, 1970
(7) Net Asset 7.3 billion yen
(8) Total Asset 27.4 billion yen
Major Shareholders Yoshifumi Nakaya, etc.*^1 60.0%
(9) and Equity Ratio Amkor Technology Inc. 30.0%
Toshiba Corporation 10.0%
There is no capital
relationship between Renesas
and J-Devices required to be
Capital referred to herein. There is
Relationships no capital relationship
between affiliates of Renesas
and J-Devices required to be
referred to herein.
There is no personnel
relationship between Renesas
and J-Devices required to be
Personnel referred to herein. There is
Relationships no personnel relationship
Relationships between affiliates of Renesas
(10) between Related and J-Devices required to be
Parties referred to herein.
There is no business
relationship between Renesas
and J-Devices required to be
Business referred to herein. There is
Relationships no business relationship
between affiliates of Renesas
and J-Devices required to be
referred to herein.
Renesas is not deemed to be a
Status of Related related party of J-Devices.
Parties Affiliates of Renesas are not
deemed to be a related party
of affiliates of J-Devices.
Note 1: Existing shareholders who invested before the capital injection from
Amkor Technology Inc.
4. Number of Shares to be Transferred, Transfer Price, and Status of Shares
after the Transfer
Shares before the 3,010
(1) Transfer (Number of voting rights: 3,010)
(Ratio of voting rights: 100%)
(2) Shares to be 3,010
Transferred (Number of voting rights: 3,010)
4.8 billion yen (Value of common stocks of the
successor company)
(3) Transfer Price Note: After March 31, 2012, the splitting
companies had 7
billion yen of fixed liability of which Renesas
becomes the
creditor. 7 billion of fixed liability has the
equivalent
effect as the future payment for the transferred
company.
Shares after the 0
(4) Transfer (Number of voting rights: 0）
（Ratio of voting rights: 0%）
5. Timeline for the Transfer
Approval of Board of the Directors for the share transfer agreement:
March 19, 2013
Signing of the share transfer agreement: March 19, 2013
Date of the share transfer: June 1, 2013 (planned)
6. Financial Outlook
Renesas recorded 7 billion yen impairment loss from reduced book values
of tangible and intangible fixed assets and others related to the
business to be transferred in the third quarter of the fiscal year ending
March 31, 2013. Thus the impact from the transfer is already counted into
Renesas’ financial forecasts for the fiscal year ending March 31, 2013.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE: 6723), the world's number one supplier
of microcontrollers, is a premiere supplier of advanced semiconductor
solutions including microcontrollers, SoC solutions and a broad-range of
analog and power devices. Business operations began as Renesas Electronics in
April 2010 through the integration of NEC Electronics Corporation (TSE: 6723)
and Renesas Technology Corp., with operations spanning research, development,
design and manufacturing for a wide range of applications. Headquartered in
Japan, Renesas Electronics has subsidiaries in 20 countries worldwide. More
information can be found at www.renesas.com.
Contact:
Media Contacts:
Japan
Renesas Electronics Corporation
Ai Kanehira, + 81-3-6756-5555
pr@renesas.com
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