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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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