Notice Regarding Transfer of Shares Accompanying Transfer of Subsidiary

  Notice Regarding Transfer of Shares Accompanying Transfer of Subsidiary

Business Wire

TOKYO -- June 10, 2014

Renesas Electronics Corporation (TSE: 6723, “Renesas Electronics”), a premier
provider of advanced semiconductor solutions, today announced its decision to
transfer all of Renesas Electronics’ shares in Renesas SP Drivers Inc.
(“Renesas SP Drivers”), a consolidated subsidiary of Renesas Electronics (the
“Share Transfer”)., to Synaptics Holding GMBH (“Synaptics Holding”), a
wholly-owned subsidiary of Synaptics Inc. (NASDAQ: SYNA, “Synaptics”). In
accordance with the Share Transfer, Renesas SP Drivers Taiwan Inc., (“Renesas
SP Drivers Taiwan”), a subsidiary of Renesas SP Drivers will no longer be a
subsidiary of Renesas Electronics.

1. Background of the Share Transfer

As outlined in the Renesas Electronics’ press release, “Renesas Electronics
Shows Direction of Renesas Group,” issued on August 2, 2013, Renesas
Electronics identified fields and regions where growth is expected in the
medium to long term and areas where it can outpace the competition, and will
focus on three fields where it has strengths and can compete effectively:
automotive (automotive control and automotive information),
industrial/networking (industrial/home appliance, OA and ICT), and
general-purpose products. In parallel, Renesas Electronics have been carrying
out structural reforms aimed at creating an organization that is consistently
profitable, even when exposed to risks (natural disasters, market stagnation,
etc.).

Renesas SP Drivers was established in 2008 as a joint venture of display
driver IC business, which does not fall under Renesas Electronics’ three focus
fields. While its operation is focused on design and development, Renesas SP
Drivers also offers manufacturing service by outsourcing its production to
foundries. The Company has continued to perform well in recent years, buoyed
by vigorous demand for smartphones and tablet devices.

Under such circumstances, based on its structural reform policies, Renesas
Electronics has been looking into the possibility of transferring ownership to
another company which focuses on display driver IC business and also is
expected to proactively invest its management resources into this business.

Having been approached by Synaptics with an offer to purchase all of Renesas
Electronics’ shares in Renesas SP Drivers, Renesas Electronics evaluated the
offer and the decision was reached that the transfer of the shares to
Synaptics Holding, which is looking to strengthen its mobile handset business
by integrating Renesas SP Drivers’ display driver IC technologies for small-
to medium-sized LCD panels, will be beneficial to all stakeholders.

Renesas Electronics anticipates the Share Transfer will enable Renesas
Electronics to accelerate its concentration on its core businesses while
enabling Synaptics to accelerate its leadership in mobile handset business.
The deal will increase the corporate value of both companies.

2. Outline of the subsidiary subject to the Share Transfer

2-1. Overview of the subsidiary (Renesas SP Drivers) subject to the Share
Transfer

(1) Company name      Renesas SP Drivers, Inc.
(2) Registered Head   5-20-1, Josuihon-Cho, Kodaira-Shi, Tokyo, Japan
Office
(3) Representative    Ikuo Kudo, Representative Director
(4) Major Operations  Design, development, sale, and marketing of LCD drivers
                       and controllers for small- and medium-sized LCD panels
(5) Capital           5 billion yen
(6) Established       March 11, 2008
                       Renesas Electronics Corporation: 55%

(7) Major              Sharp Corporation: 25%
Stockholders and     
Ownership Ratios       Global Powertec Co., Ltd.: 16%

                       Powerchip Technology Corporation: 4%
                      Capital Ties    Renesas Electronics owns 55% of shares
                                       in Renesas SP Drivers
                                       Four of Renesas Electronics employees

(8) Present            Personal Ties   concurrently serve as director or
Relationship between                   auditor of
Corporate Parties
                                       Renesas SP Drivers
                       Business        Renesas Electronics provides
                      Relationship    manufacturing, purchasing and other
                                       services to Renesas SP Drivers
(9) The Financial Results and Financial Position of the Subsidiary for the
Past Three Years
                       Fiscal year          Fiscal year        Fiscal year
Accounting Period     ended               ended             ended
                       March 2011           March 2012         March 2013
Net Asset             4,276 million       6,200 million     11,974 million
                       yen                  yen                yen
Total Asset           8,608 million       10,215 million    19,540 million
                       yen                  yen                yen
Net Asset Per Share   42,759.45 yen       62,002.53 yen     119,744.53 yen
Net Sales             24,959 million      24,362 million    41,709 million
                       yen                  yen                yen
Operating Income      3,338 million       2,645 million     8,946 million
(Loss)                 yen                  yen                yen
Net Income (Loss)     3,240 million       1,924 million     5,774 million
                       yen                  yen                yen
Net Income (Loss)     32,403.96 yen       19,243.08 yen     57,742.01 yen
Per Share
Dividends Per Share   -                   -                 -

(Note) No consolidated financial statements are available.

2-2. Overview of the sub-subsidiary (Renesas SP Drivers Taiwan) subject to the
Share Transfer

(1) Company Name       Renesas SP Drivers Taiwan Inc.
(2) Registered Head    No.12, Li-Hsin Rd. 1, Hsinchu Science Park, Hsinchu,
Office                  Taiwan
(3) Representative     Joe Wu, Chairman
(4) Major Operations   Design and sale of electronic devices
(5) Capital            50 million NT$
(6) Established        April 1, 2008
(7) Major               Renesas SP Drivers, Inc.: 51%
Stockholders and      
Ownership Ratios        Quantum Vision Corporation 49%
                                         Renesas SP Drivers owns 51% of shares
                       Capital Ties     in Renesas SP Drivers Taiwan and
                                         Renesas Electronics owns 55% of
                                         shares in Renesas SP Drivers
(8) Present                              Two of Renesas Electronics employees
Relationship between    Personal Ties    concurrently serve as director or
Corporate Parties                        auditor of Renesas SP Drivers Taiwan
                                         Renesas Electronics supplies small-
                       Business         to medium-sized LCD
                        Relationship     drivers/controllers to Renesas SP
                                         Drivers Taiwan
(9) The Financial Results and Financial Position of the Subsidiary for the
Past Three Years
                        Fiscal year           Fiscal year        Fiscal year
Accounting Period      ended                ended             ended
                        March 2011            March 2012         March 2013
Net Asset              281 million yen      508 million       783 million
                                              yen                yen
Total Asset            1,719 million        2,357 million     2,111 million
                        yen                   yen                yen
Net Asset Per Share    56.2 yen             101.6 yen         156.6 yen
Net Sales              4,088 million        6,648 million     7,674 million
                        yen                   yen                yen
Operating Income       133 million yen      258 million       240 million
(Loss)                                        yen                yen
Net Income (Loss)      136 million yen      219 million       188 million
                                              yen                yen
Net Income (Loss) Per  27.2 yen             43.8 yen          37.6 yen
Share
Dividends Per Share    -                    -                 -

(Note) The figures shown above have not been subject to the audits by an
auditing firm.

3. Overview of the Transferee

3-1. Overview of Synaptics Holding

(1) Company Name        Synaptics Holding GMBH
(2) Registered Head     Zug / Switzerland
Office
(3) Representative      Studer, Peter Georg (President of the Management)
                         The purpose of the Company is the acquisition and
(4) Major Operations    permanent administration of participations and
                         holdings in other companies.
(5) Capital             CHF 420,000 (Swiss francs, approximately 48 million
                         yen)
(6) Consolidated Net    CHF 1,205,859 (Swiss francs, approximately 137
Asset                    million yen)
(7) Consolidated Total  CHF 1,225,929 (Swiss francs, approximately 139
Asset                    million yen)
(8) Established         June 2004
                                            There is no capital relationship
                                            between Renesas Electronics and
                                            Synaptics required to be referred
                        Capital Ties       to herein. There is no capital
                                            relationship between affiliates of
                                            Renesas Electronics and affiliates
                                            of Synaptics required to be
                                            referred to herein.
                                            There is no personnel relationship
                                            between Renesas Electronics and
                                            Synaptics required to be referred
                         Personal Ties      to herein. There is no personnel
                                            relationship between affiliates of
(9) Present                                 Renesas Electronics and affiliates
Relationship between                        of Synaptics required to be
Corporate Parties                           referred to herein.
                                            There is no business relationship
                                            between Renesas Electronics and
                                            Synaptics required to be referred
                         Business           to herein. There is no business
                         Relationship       relationship between affiliates of
                                            Renesas Electronics and affiliates
                                            of Synaptics required to be
                                            referred to herein.
                                            Renesas Electronics is not deemed
                                            to be a related party of
                        Status of Related  Synaptics. Affiliates of Renesas
                         Parties            Electronics are not deemed to be a
                                            related party of affiliates of
                                            Synaptics.

(Note) The figures in yen listed in (5)-(7) are calculated based on the
conversion rate of 1Swiss franc=113.79 yen.

3-2. Overview of the parent company of the transferee

(1) Company Name        Synaptics Incorporated
(2) Registered Head     1251 Mckay Drive, San Jose, California, 95131, United
Office                   States
(3) Representative      Rick Bergman, President, CEO & Director
                         Worldwide developer and supplier of touch-based
(4) Major Operations    semiconductor solutions and fingerprint
                         authentication for mobile devices and personal
                         computers
                         55,000 US$ (approximately 5.7 million yen)
(5) Capital            
                         The Company has a capital surplus of 703,107,000 US$
                         (approximately 72,364 million yen)
(6) Consolidated Net    628,597,000 US$ (approximately 64,695 million yen)
Asset
(7) Consolidated Total  894,806,000 US$ (approximately 92,093 million yen)
Asset
(8) Established         March 1986
                                            There is no capital relationship
                                            between Renesas Electronics and
                                            Synaptics required to be referred
                        Capital Ties       to herein. There is no capital
                                            relationship between affiliates of
                                            Renesas Electronics and affiliates
                                            of Synaptics required to be
                                            referred to herein.
                                            There is no personnel relationship
                                            between Renesas Electronics and
                                            Synaptics required to be referred
                         Personal Ties      to herein. There is no personnel
                                            relationship between affiliates of
(9) Present                                 Renesas Electronics and affiliates
Relationship between                        of Synaptics required to be
Corporate Parties                           referred to herein.
                                            There is no business relationship
                                            between Renesas Electronics and
                                            Synaptics required to be referred
                         Business           to herein. There is no business
                         Relationship       relationship between affiliates of
                                            Renesas Electronics and affiliates
                                            of Synaptics required to be
                                            referred to herein.
                                            Renesas Electronics is not deemed
                                            to be a related party of
                        Status of Related  Synaptics. Affiliates of Renesas
                         Parties            Electronics are not deemed to be a
                                            related party of affiliates of
                                            Synaptics.

(Note) The figures listed in (5)-(7) are calculated based on the conversion
rate of 1Swiss franc=102.92 yen.

4. Number of Shares to be Transferred and Status of Shares after the Transfer

(1) Number of Shares before the          55,000 shares (Ownership ratio: 55%)
Transfer
(2) Number of Shares to be Transferred   55,000 shares (Ownership ratio: 55%)
(3) Number of Shares after the Transfer  0 share (Ownership ratio: 0%)

(Note) The transfer price is currently being evaluated and will be disclosed
once such amount is confirmed, which is scheduled to be at the completion of
the share transfer.

5. Timeline of the Share Transfer

(1) Approval of the Board of Directors and   June 10, 2014
signing of the definitive agreement
(2) Conclusion of share transfer agreement   June 11, 2014
(3) Effective date of the share transfer     Third quarter of the fiscal year
                                              ending March 2015 (planned)

6. Financial Outlook

In accordance with the Share Transfer, Renesas Electronics expects to record
special income in the third quarter ending December 31, 2014. The Group will
disclose the amount once confirmed information is available. Renesas
Electronics is currently assessing the impact of the Share Transfer on Renesas
Electronics’ consolidated financial results for the three months ending June
30, 2014. The Group intends to disclose the impact on its consolidated
earnings from the Share Transfer when confirmed information is available.

Forward-Looking Statements

The statements in this press release with respect to the plans, strategies and
financial outlook of Renesas Electronics and its consolidated subsidiaries
(collectively “we”) are forward-looking statements involving risks and
uncertainties. We caution you in advance that actual results may differ
materially from such forward-looking statements due to several important
factors 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.

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723), the world’s number one supplier
of microcontrollers, is a premier 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:

Renesas Electronics Corporation
Kyoko Okamoto, +81 3-6756-5555
pr@renesas.com
 
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