Execution of Syndicated Loan Agreement

15 Jan 2019

TOKYO, Japan― As announced in the press release “Regarding Acquisition of Stock of Integrated Device Technology, Inc.” issued on September 11, 2018, Renesas Electronics Corporation (“Renesas”, TSE: 6723), a premier supplier of advanced semiconductor solutions, resolved at the Meeting of Board of Directors held on September 11, 2018 to reach an agreement with Integrated Device Technology, Inc (“IDT”, NASDAQ: IDTI), whereby IDT will become a wholly-owned subsidiary of Renesas, and has thus concluded a merger agreement with IDT.

In accordance with the merger agreement, Renesas expects to acquire all of the shares in IDT at a price of US$6.7 billion (approximately ¥733.0 billion at an exchange rate of 110 yen to the dollar) through a merger of IDT with Renesas’ wholly-owned subsidiary to be established in Delaware, United States for the purpose of the acquisition of IDT (a reverse triangular merger). To finance a portion of the funds necessary for the acquisition of IDT, as announced in the press release “Execution of Term Loan Agreement for IDT Acquisition” issued on October 11, 2018, Renesas entered into a term loan agreement. Today, Renesas has terminated this term loan agreement and has newly entered into a syndicated loan agreement as described below.

Following approval by IDT shareholders and the relevant regulatory authorities, the acquisition is expected to be completed within the first half of the fiscal year ending December 31, 2019

1. Overview of the syndicated loan agreement

(1) Total amount: 897.0 billion yen

(2) Loan type:

  • (A) Term loan with availability period: 698.0 billion yen
  • (B) Term loan: 149.0 billion yen
  • (C) Commitment line loan: 50.0 billion yen

(3) Execution date of agreement: January 15, 2019

(4) Availability/Commitment period:

  • (A) Term loan with availability period: From the day four business days prior to the completion date of acquisition of IDT until December 11, 2019
  • (B) Term loan: -
  • (C) Commitment line: Five years from the date of drawdown of (B) Term loan

(5) Repayment Date:

  • (A) Term loan with availability: Date that is five years from the date of initial drawdown of this loan
  • (B) Term loan: Date that is 5 years from the date of drawdown of this loan
  • (C) Commitment line: Date designated by Renesas that is within six months from each drawdown

(6) Participating financial institutions: MUFG Bank, Ltd., Mizuho Bank, Ltd., Sumitomo Mitsui Trust Bank, Limited and other 5 financial institutions

2. Purpose

Renesas intends to refinance other existing term loan, and to finance funds necessary for the acquisition of IDT and working capital as the medium-and- long term funds.

3. Future expectations

While the influence of the transaction on Renesas business performance has not yet been determined at present, Renesas will make an announcement in a timely manner once any material impact is made to its business performance.

(Note): The initial drawdown of (A) Term loan with availability period and the drawdown of (B) Term loan are scheduled to occur in the first half of the fiscal year ending December 31, 2019, when Renesas expects the completion of the acquisition of IDT.

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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