Renesas Electronics Announces Establishment of a Subsidiary and Implementation of Absorption-Type Separations to Reorganize its High-Power Amplifier Business

31 Oct 2011

TOKYO, Japan, October 31, 2011 — Renesas Electronics Corporation (“Renesas”, TSE: 6723), a premier supplier of advanced semiconductor solutions, has been in detailed review to reorganize its high-power amplifier (HPA) business, and the company today announced that, under the approval of Renesas' Board of Directors, it will transfer Renesas' management operation of the land, building, and other assets relevant to the HPA business at its manufacturing site, the Nagano Device Division (Komoro, Nagano) of Renesas Eastern Japan Semiconductor, Inc. (“Renesas Eastern Japan Semiconductor”), a wholly owned subsidiary of Renesas, to Renesas' new wholly owned subsidiary, Renesas Komoro Semiconductor, Inc. (“Renesas Komoro Semiconductor”), which is scheduled to be established in November 2011, through a simple absorption-type separation (Kanni-kyushu-bunkatsu, the “first corporate separation”) on February 1, 2012.

 

Renesas also announced today that Renesas Eastern Japan Semiconductor, under the approval of its Board of Directors, will transfer its business operation of the Nagano Device Division to Renesas Komoro Semiconductor through an absorption-type separation (Kyushu-bunkatsu, the “second corporate separation”). The second corporate separation is scheduled to be completed on February 1, 2012.

 

(Note) The first corporate separation is a simple absorption-type separation in which part of Renesas' business is transferred to its wholly owned subsidiary and the second corporate separation is a transfer of part of the business between Renesas' wholly owned subsidiaries. As such, some disclosure items and details have been therefore omitted from this press release.

1. Objectives of the establishment of the subsidiary and objectives of the first/second corporate separation

As part of its strategy to reorganize the company's HPA business, Renesas intends to transfer and integrate: (1) Renesas' management operation of the land, building, and other assets relevant to Renesas' HPA business at its manufacturing site, the Nagano Device Division of Renesas Eastern Japan Semiconductor; and (2) the business of the Nagano Device Division of Renesas Eastern Japan Semiconductor; into Renesas Komoro Semiconductor.

 

2. Establishment of the subsidiary and the first corporate separation

2-1. Outline of the establishment of the subsidiary and the corporate separation 

2-1-1. Timeline for the establishment of the subsidiary and the corporate separation 

  • October 31, 2011: Approval of Renesas' Board of Directors for the establishment of the subsidiary and the corporate separation agreement
  • November 2011: Establishment of Renesas Komoro Semiconductor (planned)
  • To be scheduled: Approval of Renesas Komoro Semiconductor's Board of Directors for the corporate separation agreement
  • To be scheduled: Signing of the corporate separation agreement
  • To be scheduled: Approval of Renesas Komoro Semiconductor's shareholders'meeting for corporate separation
  • To be scheduled: Public notice of corporate separation by both Renesas and Renesas Komoro Semiconductor
  • February 1, 2012: Effective date of the corporate separation (planned)

(Note) The first corporate separation will be executed without the requirement of the approval of Renesas' shareholders' meeting as stipulated under Article 784 §3 of the Japan Corporation Law (Simple Absorption-Type Separation, Kanni-kyushu-bunkatsu).

2-1-2. Overview of Renesas Komoro Semiconductor

Company Name Renesas Komoro Semiconductor, Inc.
Address Komoro, Nagano
Representative Yoshimori Tone, President
Major Operation Production and sale of ceramics relevant to electric and electronic devices, chemical products and other devices, materials and equipment
Capital 1 million yen

2-1-3. Method of the corporate separation

: Renesas will be the transferor company, and Renesas Komoro Semiconductor will be the successor company (simple absorption-type separation).

 

2-1-4. Share allocation in accordance with the corporate separation

: Upon the first corporate separation, all of the new shares of common stock for Renesas Komoro Semiconductor will be allocated to Renesas.

 

2-1-5. Share subscription rights and bonds with share subscription rights of Renesas

: Renesas has issued share subscription rights; however, none of these rights will be affected by the first corporate separation. Renesas has not issued any bonds with share subscription rights.

 

2-1-6. Reduction in capital resulting from the corporate separation

: There will be no reduction in capital resulting from the first corporate separation.

 

2-1-7. Rights and obligations transferred to the successor company

: Renesas Komoro Semiconductor will acquire the management operation of the land, building, and other assets relevant to Renesas' HPA business at the Nagano Device Division of Renesas Eastern Japan Semiconductor following the first corporate separation.

 

2-1-8. Ability to fulfill obligations

: Renesas concludes that the company and Renesas Komoro Semiconductor shall have abilities to fulfill all their debt obligations on and after the effective date of the first corporate separation.

 

2-2. Overview of transferor and successor companies 

    Transferor (as of March 31, 2011) Successor (Scheduled to be established in November 2011)
(1) Company Name Renesas Electronics Corporation Renesas Komoro Semiconductor, Inc.
(2) Address 1753 Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa 211-8668, Japan Komoro, Nagano
(3) Representative Representative Director and President
Yasushi Akao
President
Yoshimori Tone
(4) Major Operations Research, development, design, manufacture, sales, and servicing of semiconductor products Production and sales of ceramics relevant to electric and electronic devices, chemical products and other devices, materials and equipment
(5) Capital 153,255 million yen (as of March 31, 2011) 1 million yen
(6) Established November 1, 2002 Scheduled to be established in November 2011
(7) Net Assets 291,058 million yen (Consolidated, as of March 31, 2011) N/A
(8) Total Assets 1,145,048 million yen (Consolidated, as of March 31, 2011) N/A
(9) Net Assets Per Share 680.27 yen (Consolidated, as of March 31, 2011) N/A
(10) Net Sales 1,137,898 million yen (Consolidated, as of March 31, 2011) N/A
(11) Operating Income (Loss) 14,524 million yen (Consolidated, as of March 31, 2011) N/A
(12) Ordinary Income (Loss) 1.033 million yen (Consolidated, as of March 31, 2011) N/A
(13) Net Income (Loss) -115,023 million yen (Consolidated, as of March 31, 2011) N/A
(14) Net Income (Loss) Per Share -275.75 yen (Consolidated, as of March 31, 2011) N/A
(15) Major Stockholders and Ownership Ratios Hitachi, Ltd.: 30.62%
Mitsubishi Electric Corporation: 25.05%
Japan Trustee Services Bank, Ltd.: 18.75%
NEC Corporation: 16.71%
Renesas Electronics Corporation: 100%

(Note) The consolidated financial results of Renesas Komoro Semiconductor are not listed in the above outline as it is a company that is scheduled to be established in November 2011.

2-3. Business to be carved out through the corporate separation

 

2-3-1. Assets to be carved out

: Renesas' management operation of the land, building, and other assets relevant to Renesas' HPA business at the Nagano Device Division of Renesas Eastern Japan Semiconductor.

 

2-3-2. Financial results of divisions to be carved out

: N/A

 

2-3-3. List of assets and liabilities to be carved out and their book values (as of March 31, 2011)

Assets Liabilities
Item Book Value Item Book Value
Fixed assets 1,751 million yen - -

2-4. Status of Renesas and Renesas Komoro Semiconductor following the first corporate separation

: There will be no change to Renesas' company name, address, representative, major operations, capital and fiscal term following the first corporate separation. Renesas Komoro Semiconductor's company name, address, representative, major operations, capital and fiscal term may be subject to change following the first corporate separation.

 

2-5. Financial outlook in response to the corporate separation

Renesas Komoro Semiconductor is a wholly owned subsidiary of Renesas, thereby there is no impact to Renesas' consolidated financial results.

 

3. The second corporate separation 

 

3-1. Overview of Renesas Eastern Japan Semiconductor

  1. Company name: Renesas Eastern Japan Semiconductor, Inc. (Renesas' wholly owned subsidiary)
  2. Address: 2-14-1 Kyobashi, Chuo-ku, Tokyo, Japan
  3. Representative: Yukio Murayama, President
  4. Representative: Yukio Murayama, President
  5. Capital: 2.06 billion yen (as of March 31, 2011)

3-2. Outline of the corporate separation 

3-2-1. Timeline for the corporate separation 

  • October 31, 2011: Approval of Renesas Eastern Japan Semiconductor's Board of Directors for the corporate separation agreement
  • November 2011: Establishment of Renesas Komoro Semiconductor (planned)
  • To be scheduled: Approval of Board of Directors for the corporate separation agreement at Renesas Komoro Semiconductor
  • To be scheduled: Signing of the corporate separation agreement
  • To be scheduled: Approval of shareholders' meeting for corporate separation at both Renesas Eastern Japan Semiconductor and Renesas Komoro Semiconductor
  • To be scheduled: Public notice of corporate separation by both Renesas Eastern Japan Semiconductor and Renesas Komoro Semiconductor
  • February 1, 2012: Effective date of the corporate separation (planned)

3-2-2. Method of the corporate separation

: Renesas Eastern Japan Semiconductor will be the transferor company and Renesas Komoro Semiconductor will be the successor company (absorption-type separation).

 

3-2-3. Share allocation in accordance with the corporate separation

: The share allocation will be conducted between Renesas' wholly owned subsidiaries, Renesas Eastern Japan Semiconductor and Renesas Komoro Semiconductor, thereby there is no allocation of share, cash or any other consideration upon the second corporate separation.

 

3-2-4. Share subscription rights and bonds with share subscription rights of Renesas Eastern Japan Semiconductor

: Renesas Eastern Japan Semiconductor has not issued any share subscription rights or bonds with share subscription rights.

 

3-2-5. Reduction in capital resulting from the corporate separation

: There will be no reduction in capital resulting from the second corporate separation.

 

3-2-6. Rights and obligations transferred to the successor company

: Renesas Komoro Semiconductor will succeed the assets, liabilities and all other rights and obligations relevant to business, including the contract production business, of the Nagano Device Division of Renesas Eastern Japan Semiconductor following the second corporate separation.

 

3-2-7. Ability to fulfill obligations

: Renesas concludes that Renesas Eastern Japan Semiconductor and Renesas Komoro Semiconductor shall have abilities to fulfill all their debt obligations on and after the effective date of the second corporate separation.

 

3-3. Overview of transferor and successor companies

    Transferor (as of March 31, 2011) Successor (scheduled to be established in November, 2011)
(1) Company Name Renesas Eastern Japan Semiconductor, Inc. Renesas Komoro Semiconductor, Inc.
(2) Address 2-14-1 Kyobashi, Chuo-ku, Tokyo, Japan Komoro, Nagano
(3) Representative Yukio Murayama, President Yoshimori Tone, President
(4) Major Operations Semiconductor development, design, manufacture, and sale Production and sales of ceramics relevant to electric and electronic devices, chemical products and other devices, materials and equipment
(5) Capital 2.06 billion yen (As of march 31, 2011) 1 million yen
(6) Established October 1, 2002 Scheduled to be established in November 2011
(7) Major Stockholders and Ownership Ratios Renesas Electronics Corporation: 100% Renesas Electronics Corporation: 100%

3-4. Assets to be carved out through the second corporate separation

3-4-1 Assets to be carved out

: The business operation of the Nagano Device Division of Renesas Eastern Japan Semiconductor.

 

3-4-2. Financial results of divisions to be carved out

: N/A

 

3-4-3. List of assets and liabilities to be carved out and their book values

: The assets and liabilities to be carved out through the second separation and their book values will be assessed and calculated based on the company's balance sheets as of January 31, 2012.

 

3-5. Status of Renesas Eastern Japan Semiconductor and Renesas Komoro Semiconductor following the second corporate separation

: There will be no change to Renesas Eastern Japan Semiconductor's company name, address, representative, major operations, capital and fiscal term following the second corporate separation. Renesas Komoro Semiconductor's company name, address, representative, major operations, capital and fiscal term may be subject to change following the second corporate separation.

 

3-6. Financial outlook in response to business transfer

: Both Renesas Eastern Japan Semiconductor and Renesas Komoro Semiconductor are wholly owned subsidiaries of Renesas, thereby there are no impact to Renesas' consolidated financial results. 

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, home electronics, office automation, and information communication technology applications that help shape a limitless future. Learn more at renesas.com.


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