Renesas Electronics Announces Absorption-Type Merger (Simplified Merger) with Consolidated Subsidiary

TOKYO — (BUSINESS WIRE) — October 30, 2018 — Renesas Electronics Corporation (TSE:6723, “Renesas”), a premier supplier of advanced semiconductor solutions, today announced that it has resolved at the Meeting of Board of Directors held on October 31, 2018 to consolidate its wholly-owned subsidiary Renesas Semiconductor Package & Test Solutions Co, Ltd. (“Renesas Semiconductor Package & Test Solutions”) through an absorption-type merger (“Merger”).Certain disclosure items and details have been omitted due to the Merger being an absorption-type merger of a wholly-owned subsidiary.

1. Purpose of Merger

With an aim to build a business structure that can generate consistent profitability, Renesas reorganized its domestic manufacturing subsidiaries and business units in April 2014 to simplify and boost the efficiency of its organization and these efforts have steadily delivered tangible results. Nevertheless, Renesas must build a flexible production system based on quick decision-making to be able to respond to the rapid changes in the semiconductor industry. Renesas therefore decided to consolidate Renesas Semiconductor Package & Test Solutions, which is responsible overall for the back-end production business, effective January 1, 2019, to further simplify the organization and decision-making process within the semiconductor production business and enable rapid and consistent decision-making. The Merger will enable Renesas to build a manufacturing structure optimized for responding to changes in the business environment and accelerate further growth.

2. Summary of Merger

(1) Schedule of Merger

   
Approval of Board of Directors regarding the Merger     October 31, 2018
Conclusion of absorption-type merger agreement     October 31, 2018
Date of Merger (effective date)     January 1, 2019 (planned)
 

(Note) Renesas will follow the procedure for a simple absorption-type merger and Renesas Semiconductor Package & Test Solutions will follow the procedure for a short-from merger as stipulated under Article 796, §2 and Article 784, §1 of the Japan Corporation Law, respectively both of which do not require approval of the merger agreement by a general meeting of shareholders.

(2) Method of Merger

The Merger will be conducted through an absorption-type merger method in which Renesas will be the surviving company and Renesas Semiconductor Package & Test Solutions will be dissolved as the absorbed company.

(3) Distribution of Assets

Since Renesas Semiconductor Package & Test Solutions is a wholly-owned subsidiary of Renesas, there will be no issuance of stocks or other provision of compensation in connection with the Merger.

(4) Share subscription rights and bonds with share subscription rights

No share subscription rights or bonds with share subscription rights are issued.

(5) Overview of parties to the Merger (as of December 31, 2017)

       
(1)     Company Name     Renesas Electronics Corporation (surviving company)
(2)     Address     3-2-24, Toyosu, Koto-ku, Tokyo
(3)     Representative     Tetsuya Tsurumaru, Representative Director, Chairman

Bunsei Kure, Representative Director, President & CEO

(4)     Major Operations     Research, development, design, manufacture, sale, and servicing of semiconductor products
(5)     Capital     10.0 billion yen
(6)     Established     November 1, 2002
(7)     Shares Issued     1,667,194,490 (including 2,581 treasury stocks)
(8)     Fiscal Term     December 31
(9)     Major Stockholders and Ownership Ratios (as of June 30, 2018)     Innovation Network Corporation of Japan: 33.38%

JP Morgan Chase Bank 380055: 5.17%

GIC Private Limited -C: 5.03%

Denso Corporation: 4.99%

Mitsubishi Electric Corporation: 4.53%

(10)     Consolidated Net Assets     511,898 million yen
(11)     Consolidated Total Assets     1,062,672 million yen
(12)     Consolidated Net Assets per Share     304.20 yen
(13)     Consolidated Net Sales     780,261 million yen
(14)     Consolidated Operating Income     78,400 million yen
(15)     Consolidated Ordinary Income     75,288 million yen
(16)     Net Income Attributable to Shareholders of Parent Company     77,196 million yen
(17)     Net Income per Share     46.30 yen
(1)     Company Name     Renesas Semiconductor Package & Test Solutions Co, Ltd. (absorbed company)
(2)     Address     111 Nishiyokote-machi, Takasaki, Gunma Prefecture
(3)     Representative     Osamu Nogimura, President
(4)     Major Operations     Manufacture and sale of electronic parts and electrical components (assembly and testing of integrated circuit devices)
(5)     Capital     0.1 billion yen
(6)     Established     September 12, 1969
(7)     Shares Issued     2,000,000
(8)     Fiscal Term     December 31
(9)     Major Stockholders and Ownership Ratios     Renesas Electronics Corporation: 100%
(10)     Net Assets     20,421 million yen
(11)     Total Assets     79,027 million yen
(12)     Net Assets per Share     10,210.72 yen
(13)     Net Sales     47,101 million yen
(14)     Operating Income     931 million yen
(15)     Ordinary Income     916 million yen
(16)     Net Income Attributable to Shareholders of Parent Company     4,361 million yen
(17)     Net Income per Share     2,180.55 yen
 

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