TOKYO — (BUSINESS WIRE) — March 19, 2013 — Renesas Electronics Corporation (TSE:6723, “Renesas”), a premier supplier of advanced semiconductor solutions, today announced that Renesas and J-Devices Corporation (“J-Devices”) signed a definitive agreement (“DA”) to transfer Renesas subsidiaries’ back-end facilities and others to J-Devices following a Memorandum of Understanding which was announced on January 30, 2013 in the news release “Renesas Electronics and J-Devices Sign Memorandum of Understanding on Transfer of Back-End Facilities.”
In this transfer, Renesas defines its wholly owned subsidiaries, Renesas Northern Japan Semiconductor, Inc. (“Renesas Northern Japan”), Renesas Kansai Semiconductor Co., Ltd. (“SKS”), Renesas Kyushu Semiconductor Corp. (“Renesas Kyushu”) and Renesas Northern Japan’s wholly owned subsidiary, Hokkai Electronics Co., Ltd. (“Hokkai Electronics”) as “splitting companies in absorption-type split.” Through an absorption-type corporate split (“the corporate split”) Renesas will transfer assets, debts, other rights and obligations related to partial back-end production business of the splitting companies in absorption-type split (back-end production business of the Hakodate Factory of Renesas Northern Japan and the Fukui Factory of SKS, back-end production business and contract manufacturing service of the Kumamoto Factory of Renesas Kyushu, and production support business of Hokkai Electronics: referred to collectively below as “the business to be transferred”) to a wholly owned subsidiary that Renesas will newly establish. Then Renesas will transfer all issued shares of the subsidiary to J-Devices (This transfer is referred to below as “the transfer”).
The DA aims at building a long-term, mutually beneficial relationship between Renesas and J-Devices as strategic partners in the semiconductor production business. With today’s agreement as the basis, the two companies intend to complete the transfer on June 1, 2013.
I. Purpose of the Corporate Split and the Transfer
As announced on July 3, 2012, in “Renesas Electronics Announces the Direction of Various Measures to Establish Robust and Profitable Structure,” Renesas is proceeding with the restructuring of Renesas group production facilities in Japan in order to strengthen its revenue base. As part of this process, under a production strategy in which the back-end facilities in Japan specialize in production of high-value added products with increasing outsourcing ratio as well as production ratio at Renesas overseas sites as a result, the Yonezawa Factory of Renesas Northern Japan and the Oita Factory of Renesas Semiconductor Kyushu Yamaguchi Co., Ltd. were to be maintained and strengthened, and the business to be transferred this time were to be “considered for transfer within one year” in a process of selection and focus of business operations. Accordingly, Renesas began looking for a transfer assignee with whom it could expect to build a long-term partnership that would strengthen the competitiveness of the business to be transferred and provide a high-quality, reliable supply of products.
On the other hand, as a company devoted to semiconductor assembly and test operations for customers, J-Devices believed it is of the utmost importance to expand the scale of its operation in order to strengthen cost competitiveness required for the further business growth.
Against this background, Renesas and J-Devices came to a common understanding, and reached the DA regarding the business to be transferred to J-Devices on June 1, 2013.
The Renesas products, which are related to the business to be transferred, will continue to be supplied by Renesas to customers with the quality, delivery schedules, service equal to or better than before even after the transfer.
As previously mentioned, Renesas will transfer assets, debts, other rights and obligations related to the business to be transferred to a wholly owned subsidiary that Renesas will newly establish. Then Renesas will transfer all issued shares of the subsidiary to J-Devices. The overview of the subsidiary is as follows.
II. Establishment of the Subsidiary
|1.||�||Purpose of the Establishment of the Subsidiary (Successor Company in Absorption-Type Split)|
|As part of the transfer, Renesas intends to integrate the business to be transferred into Renesas J Semiconductor Corporation (“successor company in absorption-type split”), which Renesas will newly establish as its wholly owned subsidiary.|
|2.||Overview of the Subsidiary to be Established in April 2012 as a Successor Company in Absorption-Type Split|
|Company Name||�||Renesas J Semiconductor Corporation|
|Location||�||2-6-2, Ote-machi, Chiyoda-ku, Tokyo 100-0004, Japan|
|Representative||�||Akira Furuki, Representative Director and President|
|Major Operations||�||Research, development, design, manufacture and sale of electronic products|
|Capital||�||1 million yen|