TOKYO, Japan, October 12, 2012 — Renesas Electronics Corporation (“Renesas Electronics”, TSE: 6723), a premier supplier of advanced semiconductor solutions, Renesas Eastern Japan Semiconductor, Inc. (“Renesas Eastern Japan Semiconductor”), a wholly owned subsidiary of Renesas Electronics, and AOI ELECTRONICS CO.,LTD. (“AOI ELECTRONICS”), today announced that they signed the definitive agreement to transfer all stocks of Renesas High Components, Inc. (“RHC”), a wholly owned subsidiary of Renesas Eastern Japan Semiconductor, and Renesas Eastern Japan Semiconductor's partial sales business including the sales staff for the companies outside Renesas group, related to the RHC's contract manufacturing service. Based on the agreement signed today, the companies plan to complete this transfer on January 1, 2013.
1. Purpose of stock transfer
Renesas Electronics is implementing reforms of its production sites in Japan to enhance the profit base as announced in the press release, “Renesas Electronics Announces the Direction of Various Measures to Establish Robust and Profitable Structure”, on July 3, 2012. Renesas Electronics announced that RHC's “Transfer will be considered within one year” because the production load decreased due to an acceleration of products shifting abroad. Under these circumstances, Renesas Electronics, Renesas Eastern Japan Semiconductor, and AOI ELECTRONICS agreed to transfer RHC to AOI ELECTRIC, who has been considering how to both expand its business and to improve production efficiency, whilst also aiming to improve product development efficiency for expanded operation in the future as well as having a system of backup production sites in place for times of disaster.
1-1. Outline of RHC
| (1) | Company Name | Renesas High Components, Inc. | ||
|---|---|---|---|---|
| (2) | Location | Aza Koizumi 275, Oaza Yamamichi, Tsuruta Town, Kitatsugaru-gun, Aomori Prefecture | ||
| (3) | The Position and Name of the Representative | President, Shigeru Takeuchi | ||
| (4) | Major Business | Wafer fabrication, and assembly of semiconductor devices and integrated circuits | ||
| (5) | Capital | 90 million yen (wholly owned by Renesas Eastern Japan Semiconductor, Inc.) | ||
| (6) | Established | February 28, 1981 | ||
| (7) | Major Stockholder and Equity Ratio | Renesas Eastern Japan Semiconductor, Inc.: 100% | ||
| (8) | The financial results and financial position of this company for the past three years | |||
| Accounting Period | Fiscal year ended March, 2012 | Fiscal year ended March, 2011 | Fiscal year ended March, 2010 | |
| Net Asset | 996 million yen | 532 million yen | 299 million yen | |
| Total Asset | 3,481 million yen | 3,824 million yen | 3,297 million yen | |
| Net Asset Per Share | 5,534 yen | 2,954 yen | 1,659 yen | |
| Net Sales | 5,959 million yen | 6,016 million yen | 4,999 million yen | |
| Operating Income | 375 million yen | 368 million yen | 140 million yen | |
| Ordinary Income | 368 million yen | 337 million yen | 114 million yen | |
| Net Income | 464 million yen | 233 million yen | 6 million yen | |
| Net Income Per Share | 2,580 yen | 1,295 yen | 31 yen | |
| Dividends Per Share | - yen | - yen | - yen | |
1-2. Outline of AOI ELECTRONICS
| (1) | Name | AOI ELECTRONICS CO,.LTD. | |
|---|---|---|---|
| (2) | Location | 455-1, Kohzai Minamimachi, Takamatsu, Kagawa, 761-8014 Japan | |
| (3) | Position and name of the representative |
| |
| (4) | Major Business | Production of integrated circuits, modules, optical sensor, LED, thermal print heads, and chip resistor networks | |
| (5) | Capital | 4,545,500,000 yen | |
| (6) | Established | February 1, 1969 | |
| (7) | Net Asset | 27,211 million yen | |
| (8) | Total Asset | 36,296 million yen | |
| (9) | Major Stockholders and Equity Ratio (As of 31 March, 2012) |
| |
| (10) | Relationships with Renesas Electronics | Capital Relationships | There is no capital relationship between Renesas Electronics and AOI ELECTRONICS required to be referred to herein. There is no capital relationship between affiliates of Renesas Electronics and AOI ELECTRONICS required to be referred to herein. |
| Personnel Relationship | There is no personnel relationship between Renesas Electronics and AOI ELECTRONICS required to be referred to herein. There is no personnel relationship between affiliates of Renesas Electronics and AOI ELECTRONICS required to be referred to herein. | ||
| Business Relationship | There is transaction related to outsourcing of semiconductor manufacturing from Renesas Electronics to AOI ELECTRONICS. There is no business relationship between affiliates of Renesas Electronics and AOI ELECTRONICS required to be referred to herein. | ||
| Status of Related Parties | Renesas Electronics is not deemed to be a related party of AOI ELECTRONICS. AOI ELECTRONICS is not deemed to be a related party of Renesas Electronics. | ||
1-3. Number of shares, and shares before and after the transfer
| (1) | Shares Held by Renesas before the Transfer | 180,000 stocks (Number of voting rights: 180,000) (Ratio of voting rights: 100%) |
|---|---|---|
| (2) | Shares to be Transferred from Renesas to AOI ELECTRONICS | 180,000 stocks (Number of voting rights: 180,000) |
| (3) | Shares Held by Renesas after the Transfer | 0 stocks (Number of voting rights: 0) (Ratio of voting rights: 0%) |
* Based on the agreement, the transfer price is undisclosed.
1-4. Method of payment of the stock transfer price
The transfer price is planned to be paid in cash.
2. Purpose of the partial business transfer
According to the transfer of RHC's stocks, Renesas Electronics agrees to transfer the partial sales business of Renesas Eastern Japan Semiconductor for the companies outside Renesas group, related to the RHC's contract manufacturing service along with the RHC's stocks to AOI ELECTRONICS.
2-1. Outline of the partial business transfer
(1) Transferred business
Sales business including sales staff of Renesas Eastern Japan Semiconductor, related to the RHC's contract manufacturing service.
(2) Financial results of the transferred business (For the fiscal year ended March, 2012)
| Financial Results of the Transferred Business | |
|---|---|
| Sales | 5,886 million yen |
| Gross Operating Income | 396 million yen |
| Operating Income | 222 million yen |
| Ordinary Income | 168 million yen |
(3) Transferred assets, liabilities and their amount
Transferred assets related to the transferred sales business will be inventories. There are no liabilities to be transferred.
(4) Transfer price and method of payment
Based on the agreement, the transfer price is undisclosed. It is planned to be paid in cash.
2-2. Outline of AOI ELECTRONICS
The same as described in 1-2.
3. Other transactions
Other than describing above, Renesas Electronics and Renesas Eastern Japan Semiconductor will license their patents, industrial new designs, and know-how to RHC after the transfer. The license fee is undisclosed based on the agreement and is planned to be paid in cash.
4. Schedule of the transfer of RHC's stocks and partial business of Renesas Eastern Japan Semiconductor
| (1) | Resolution of Board of Directors | October 11, 2012 |
|---|---|---|
| (2) | Definitive Agreement Date | October 12, 2012 |
| (3) | Transfer Date | January 1, 2013 |
5. Future prospects
Renesas Electronics has already included the effect of RHC's stocks and partial business transfer of Renesas Eastern Japan Semiconductor in the consolidated financial forecasts for the fiscal year ending March, 2013 announced on August 2, 2012.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, and YouTube.
The content in the press release, including, but not limited to, product prices and specifications, is based on the information as of the date indicated on the document, but may be subject to change without prior notice.