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

(2) Method of Merger

The Merger will be conducted through an absorption-type merger method in which Renesas Electronics will be the surviving company and Renesas System Design will be dissolved as the absorbed company.

(3) Distribution of Assets

Since Renesas System Design is a wholly-owned subsidiary of Renesas Electronics, 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.

3. Overview of parties to the Merger (as of December 31, 2016)

(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   1,667,124,490 (including 2,581 treasury stocks)
(8) Fiscal Term   December 31
(9) Major Stockholders and Ownership Ratios Innovation Network Corporation of Japan: 69.15%
Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account): 8.11%
Hitachi, Ltd.: 7.66%
    Mitsubishi Electric Corporation: 6.26%
(10) Consolidated Net Assets   422,393 million yen
(11) Consolidated Total Assets   823,054 million yen
(12) Consolidated Net Assets per Share   252.03 yen
(13) Consolidated Net Sales   471,031 million yen
(14) Consolidated Operating Income   54,711 million yen
(15) Consolidated Ordinary Income   49,986 million yen

(16) Net Income Attributable to Shareholders of Parent Company

  44,119 million yen
(17) Net Income per Share   26.46 yen
(1) Company Name   Renesas System Design, Co., Ltd. (absorbed company)
(2) Address   5-20-1, Jyosuihoncho, Kodaira-shi, Tokyo
(3) Representative   Tatsuya Nishihara, President
(4) Major Operations   Design of semiconductor devices and integrated circuits, and development, design, production and sale of electronics devices and application products, etc.
(5) Capital   0.1 billion yen
(6) Established   April 1, 2001
(7) Shares Issued   6,000
(8) Fiscal Term   December 31

(9) Major Stockholders and Ownership Ratios

  Renesas Electronics Corporation: 100%
(10) Net Assets   4,317 million yen
(11) Total Assets   20,312 million yen

(12) Net Assets per Share


719,479.67 yen

(13) Net Sales   34,208 million yen
(14) Operating Income   496 million yen
(15) Ordinary Income   483 million yen

(16) Net Income Attributable to Shareholders of Parent Company

  536 million yen
(17) Net Income per Share   89,293.57 yen

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