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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