Renesas Electronics Corporation ("Renesas", TSE: 6723), a premier supplier of advanced semiconductor solutions, today announced that Renesas and Murata Manufacturing Co., Ltd. ("Murata Manufacturing", TSE/OSE: 6981), the world's number one supplier of passive electronic components, signed a definitive agreement (DA) to transfer Renesas' high-power amplifier (HPA) business and the business operation of its manufacturing site, the Nagano Device Division (Komoro, Nagano) of Renesas Eastern Japan Semiconductor, Inc. ("Renesas Eastern Japan Semiconductor"), a wholly-owned subsidiary of Renesas Electronics, to Murata Manufacturing (the "Business Transfer"). Renesas and Murata Manufacturing now plan to complete the business transfer by February 1, 2012. The business transfer was approved at the Board of Directors on October 31, 2011, and is subject to applicable regulatory approvals.
1. Background and goals of the Business Transfer
With the growing demand for smartphones all over the world and the expansion of the low-end models in the developing countries, the market of mobile phones, which is the major user of power amplifiers, is experiencing a growing trend toward one-stop module and platform solutions that integrate basic communication functions in a device. In particular, the demand is growing for modules that incorporate HPAs with radio frequency (RF) components, such as filters and switches.
Renesas has been mainly supplying power amplifier modules to mobile handset makers. However, in light of these changing business environments, the company has been facing the needs to study and implement measures to quickly respond to the demand for a one-stop module that incorporates a front-end module (FEM) to further strengthen its business structure.
Under these circumstances, based on the Memorandum of Understanding ("MOU") executed by both parties on July 29, 2011, Renesas and Murata Manufacturing have been engaged in a series of deliberations and Renesas today signed a DA with Murata Manufacturing.
2. Outline of the Business Transfer
Renesas' HPA business will be transferred to Murata Manufacturing. In addition, as described in Renesas' separate press release "Renesas Electronics Announces Establishment of a Subsidiary and Implementation of Absorption-Type Separations to Reorganize its High-Power Amplifier Business" issued today, business of the Nagano Device Division of Renesas Eastern Japan Semiconductor, and Renesas' management operation of land, building and other assets that are relevant to Renesas' HPA business in the same area, will first be transferred to Renesas' new wholly-owned subsidiary, Renesas Komoro Semiconductor Inc. ("Renesas Komoro Semiconductor"), which is scheduled to be established in November 2011, through serial corporate separations (Kaisha-bunkatsu) by both Renesas and Renesas Eastern Japan Semiconductor. Then, Renesas Komoro Semiconductor will be finally transferred to Murata Manufacturing as part of the assets subject to the agreed business transfer.
3. Overview of the businesses to be transferred Renesas' HPA Business and business of the Nagano Device Division of Renesas Eastern Japan Semiconductor, including its contract production business
4. Timeline of the Business Transfer
(1) Approval of the Board of Directors October 31, 2011
(2) Signing of the definitive agreement October 31, 2011
(3) Effective date of the business transfer February 1, 2012 (Scheduled)
Note: The planned business transfer does not correspond to Article 467 §1 of the Japan Corporation Law, thereby it is not subject to the resolution at the shareholders meeting.
5. Impact on Renesas' financial results Details of the accounting treatment related to the business transfer have not been confirmed.
6. Financial outlook in response to the Business Transfer Renesas intends to disclose the impact on its consolidated earnings from the business transfer when confirmed information is available.
1. Background and goals of the Business Transfer
With the growing demand for smartphones all over the world and the expansion of the low-end models in the developing countries, the market of mobile phones, which is the major user of power amplifiers, is experiencing a growing trend toward one-stop module and platform solutions that integrate basic communication functions in a device. In particular, the demand is growing for modules that incorporate HPAs with radio frequency (RF) components, such as filters and switches.
Renesas has been mainly supplying power amplifier modules to mobile handset makers. However, in light of these changing business environments, the company has been facing the needs to study and implement measures to quickly respond to the demand for a one-stop module that incorporates a front-end module (FEM) to further strengthen its business structure.
Under these circumstances, based on the Memorandum of Understanding ("MOU") executed by both parties on July 29, 2011, Renesas and Murata Manufacturing have been engaged in a series of deliberations and Renesas today signed a DA with Murata Manufacturing.
2. Outline of the Business Transfer
Renesas' HPA business will be transferred to Murata Manufacturing. In addition, as described in Renesas' separate press release "Renesas Electronics Announces Establishment of a Subsidiary and Implementation of Absorption-Type Separations to Reorganize its High-Power Amplifier Business" issued today, business of the Nagano Device Division of Renesas Eastern Japan Semiconductor, and Renesas' management operation of land, building and other assets that are relevant to Renesas' HPA business in the same area, will first be transferred to Renesas' new wholly-owned subsidiary, Renesas Komoro Semiconductor Inc. ("Renesas Komoro Semiconductor"), which is scheduled to be established in November 2011, through serial corporate separations (Kaisha-bunkatsu) by both Renesas and Renesas Eastern Japan Semiconductor. Then, Renesas Komoro Semiconductor will be finally transferred to Murata Manufacturing as part of the assets subject to the agreed business transfer.
3. Overview of the businesses to be transferred Renesas' HPA Business and business of the Nagano Device Division of Renesas Eastern Japan Semiconductor, including its contract production business
4. Timeline of the Business Transfer
(1) Approval of the Board of Directors October 31, 2011
(2) Signing of the definitive agreement October 31, 2011
(3) Effective date of the business transfer February 1, 2012 (Scheduled)
Note: The planned business transfer does not correspond to Article 467 §1 of the Japan Corporation Law, thereby it is not subject to the resolution at the shareholders meeting.
5. Impact on Renesas' financial results Details of the accounting treatment related to the business transfer have not been confirmed.
6. Financial outlook in response to the Business Transfer Renesas intends to disclose the impact on its consolidated earnings from the business transfer when confirmed information is available.
