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

TOKYO — (BUSINESS WIRE) — May 11, 2017 — Renesas Electronics Corporation (TSE: 6723, “Renesas Electronics”), a premier provider of advanced semiconductor solutions, today announced that, following the approval of Renesas Electronics' Board of Directors on May 12, 2017, it will consolidate its subsidiary Renesas System Design, Co., Ltd. (“Renesas System Design”) 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

In October 2013, Renesas embarked on structural reforms aimed at building a reliable corporate structure capable of generating sustainable profit a stable business foundation, In order to thrive in the global marketplace, on November 2, 2016 Renesas announced its “mid-term growth strategy” and is currently working to expand and strengthen its business portfolio for accelerated growth. One element of the strategy was the decision to acquire Intersil Corporation (“Intersil”), which is engaged in the development, manufacturing, sale, and service of analog semiconductor devices. As of February 24, 2017, Renesas completed the acquisition of Intersil.

Following these changes, in the press release titled, “Renesas Electronics Announces Organizational Reforms for Accelerated Growth” dated March 3, 2017, Renesas announced that it will be changing its current business structure, including Intersil Group businesses, which is classified by functions, such as sales & marketing, business units and design and development, into a revitalized structure with clear roles and responsibilities. The new business structure will consist of three business units starting July 1, 2017: the "Automotive Solution Business Unit" (Note 1), the "Industrial Solution Business Unit" (Note 2) and the "Broad-Based Solution Business Unit".

With a strong emphasis on technology and device development that are the key to providing solutions, which are the source of Renesas’ profit, Renesas decided to consolidate Renesas System Design which is responsible for the design and development of semiconductor devices through an absorption-type merger and to integrate its functions into each of the three business units. By enabling rapid and consistent decision-making from sales and marketing through to design and development within each business unit, Renesas aims to strengthen the solution ownership within the respective business units and accelerate growth.

(Note 1) The 1st Solution Business Unit will be renamed to Automotive Solution Business Unit as of July 1, 2017.

(Note 2) The 2nd Solution Business Unit will be renamed to Industrial Solution Business Unit as of July 1, 2017.

(Note 3) Renesas Electronics and Renesas System Design implemented a change of the fiscal term in which the fiscal year-end changed from March 31 to December 31 starting from the fiscal year 2016. The fiscal year ended December 31, 2016, in which the transition to the new accounting period took place comprises the financial results for the nine months from April 1, 2016, to December 31, 2016.

2. Summary of Merger

(1) Schedule of Merger

   
Approval of Board of Directors regarding the Merger   May 12, 2017
Conclusion of absorption-type merger agreement   May 12, 2017
Date of Merger (effective date)   July 1, 2017 (planned)

(Note) Renesas Electronics will follow the procedure for a simple absorption-type merger and Renesas System Design 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.


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