Welcome!

News Feed Item

Renesas Electronics Announces Absorption-Type Merger (Simplified/Short-Form Merger) With Consolidated Subsidiary and Debt Waiver

Renesas Electronics Corporation (TSE: 6723, “Renesas Electronics”), a premier provider of advanced semiconductor solutions, today announced that, under the approval of Renesas Electronics' Board of Directors on July 28, 2014, it will consolidate its subsidiary Renesas Mobile Corporation (“Renesas Mobile”) through an absorption-type merger (“Merger”).

Since the Merger is an absorption-type merger of a wholly-owned subsidiary, certain disclosure items and details have been omitted.

1. Purpose of Merger

Renesas Mobile was established in 2010 as a wholly-owned subsidiary of Renesas Electronics that is principally engaged in the design of system-on-chip (SoC) devices for use in mobile phones and car information systems (CIS). However, as announced on March 12, 2013, Renesas Electronics has been considering a variety of structural reform measures for the mobile business of Renesas Mobile, and has implemented measures to withdraw from the 4G wireless business.

As an important initiative among the structural reform measures currently being undertaken by the company, Renesas Electronics has decided to execute an absorption-type merger with Renesas Mobile with an aim of expanding its CIS business in the automotive field, by concentrating resources involved in that business within Renesas Electronics and to improve the company's ability to develop solutions, while boosting the operational efficiency of that business and strengthening the profit structure.

2. Summary of Merger

(1) Schedule of Merger

- Approval of Board of Directors regarding debt waiver to consolidated subsidiary: July 28, 2014

- Approval of Board of Directors regarding the Merger: July 28, 2014

- Conclusion of merger agreement: July 28, 2014

- Date of Merger (effective date): October 1, 2014 (planned)

(Note) Renesas Electronics will follow the procedure for a simple absorption-type merger as stipulated under Article 796, §3 of the Japan Corporation Law, and Renesas Mobile will follow the procedure for a short-form absorption-type merger as stipulated in Article 784, §1 of the Japan Corporation Law, both of which do not require approval of the merger agreement by a general meeting of shareholders.

(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 Mobile will be dissolved as the absorbed company.

Since Renesas Mobile presently has liabilities exceeding its assets, Renesas Electronics plans to waive the debts owed by Renesas Mobile in advance of the merger, thereby eliminating its state of insolvency before the merger takes place.

- Debts to be waived: Loans and other accounts receivable

- Total value of debts to be waived: 38.9 billion yen (estimate)

- Implementation date: September 30, 2014 (planned)

(3) Distribution of Assets

Since Renesas Mobile is a wholly-owned subsidiary of Renesas Electronics, there will be no stocks, money, etc. issued 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.

2. Overview of parties to the Merger (as of March 31, 2014)

Company Name   Renesas Electronics Corporation (surviving company)   Renesas Mobile Corporation (absorbed company)
(1) Address   1753 Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa   Nippon Building, 2-6-2, Ote-machi, Chiyoda-ku, Tokyo
(2) Representative   Hisao Sakuta, Representative Director, Chairman and CEO   Hideaki Chaki, CEO
(3) Major Operations   Research, development, design, manufacture, sale, and servicing of semiconductor products   Design of SoC devices, etc., for use primarily in mobile phones and car information systems
(4) Capital   228,255 million yen   5,000 million yen
(5) Established   November 1, 2002 (started operation on April 1, 2010)   September 1, 2010 (started operation on December 1, 2010)
(6) 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%

  Renesas Electronics Corporation: 100%
(7) Shares Issued   1,667,124,490   100,000
(8) Fiscal Term   March 31   March 31
(9) Consolidated Net Assets   227,314 million yen   -40,915 million yen
(10) Consolidated Net Assets per Share   128.73 yen   -409,151.60 yen
(11) Consolidated Total Assets   786,002 million yen   7,377 million yen
(12) Consolidated Net Sales   833,011 million yen   45,779 million yen
(13) Consolidated Operating Income (Loss)   67,635 million yen   -4,250 million yen
(14) Consolidated Ordinary Income (Loss)   58,625 million yen   -5,699 million yen
(15) Consolidated Net Income (Loss)   -5,291 million yen   -4,282 million yen
(16) Consolidated Net Income (Loss) per Share   -5.07 yen   -42,818.43 yen

Note: Figures for Renesas Mobile listed above are not consolidated results as Renesas Mobile does not prepare its own consolidated financial statement.

3. Situation Following the Merger

There will be no changes to the company name, business activities, headquarters address, representative, capital, and end of fiscal year of Renesas Electronics as a result of the merger.

4. Future Outlook

No major impact is anticipated on Renesas Electronics' consolidated and non-consolidated financial results for the fiscal year ending March 31, 2015 as a result of the Merger

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723), the world’s number one supplier of microcontrollers, is a premier supplier of advanced semiconductor solutions including microcontrollers, SoC solutions and a broad range of analog and power devices. Business operations began as Renesas Electronics in April 2010 through the integration of NEC Electronics Corporation (TSE:6723) and Renesas Technology Corp., with operations spanning research, development, design and manufacturing for a wide range of applications. Headquartered in Japan, Renesas Electronics has subsidiaries in 20 countries worldwide. More information can be found at www.renesas.com.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
DX World EXPO, LLC, a Lighthouse Point, Florida-based startup trade show producer and the creator of "DXWorldEXPO® - Digital Transformation Conference & Expo" has announced its executive management team. The team is headed by Levent Selamoglu, who has been named CEO. "Now is the time for a truly global DX event, to bring together the leading minds from the technology world in a conversation about Digital Transformation," he said in making the announcement.
"Space Monkey by Vivent Smart Home is a product that is a distributed cloud-based edge storage network. Vivent Smart Home, our parent company, is a smart home provider that places a lot of hard drives across homes in North America," explained JT Olds, Director of Engineering, and Brandon Crowfeather, Product Manager, at Vivint Smart Home, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of the 22nd International Cloud Expo, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organizers to pass great deals to gre...
DevOps is under attack because developers don’t want to mess with infrastructure. They will happily own their code into production, but want to use platforms instead of raw automation. That’s changing the landscape that we understand as DevOps with both architecture concepts (CloudNative) and process redefinition (SRE). Rob Hirschfeld’s recent work in Kubernetes operations has led to the conclusion that containers and related platforms have changed the way we should be thinking about DevOps and...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develop...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, led attendees through the exciting evolution of the cloud. He looked at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering m...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
"Evatronix provides design services to companies that need to integrate the IoT technology in their products but they don't necessarily have the expertise, knowledge and design team to do so," explained Adam Morawiec, VP of Business Development at Evatronix, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
To get the most out of their data, successful companies are not focusing on queries and data lakes, they are actively integrating analytics into their operations with a data-first application development approach. Real-time adjustments to improve revenues, reduce costs, or mitigate risk rely on applications that minimize latency on a variety of data sources. In his session at @BigDataExpo, Jack Norris, Senior Vice President, Data and Applications at MapR Technologies, reviewed best practices to ...
Widespread fragmentation is stalling the growth of the IIoT and making it difficult for partners to work together. The number of software platforms, apps, hardware and connectivity standards is creating paralysis among businesses that are afraid of being locked into a solution. EdgeX Foundry is unifying the community around a common IoT edge framework and an ecosystem of interoperable components.
"ZeroStack is a startup in Silicon Valley. We're solving a very interesting problem around bringing public cloud convenience with private cloud control for enterprises and mid-size companies," explained Kamesh Pemmaraju, VP of Product Management at ZeroStack, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Large industrial manufacturing organizations are adopting the agile principles of cloud software companies. The industrial manufacturing development process has not scaled over time. Now that design CAD teams are geographically distributed, centralizing their work is key. With large multi-gigabyte projects, outdated tools have stifled industrial team agility, time-to-market milestones, and impacted P&L stakeholders.
"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Enterprises are adopting Kubernetes to accelerate the development and the delivery of cloud-native applications. However, sharing a Kubernetes cluster between members of the same team can be challenging. And, sharing clusters across multiple teams is even harder. Kubernetes offers several constructs to help implement segmentation and isolation. However, these primitives can be complex to understand and apply. As a result, it’s becoming common for enterprises to end up with several clusters. Thi...