Renesas Electronics Corporation ("Renesas Electronics", TSE: 6723), a premier supplier of advanced semiconductor solutions, Renesas Eastern Japan Semiconductor, Inc. ("Renesas Eastern Japan Semiconductor"), a wholly owned subsidiary of Renesas Electronics, and AOI ELECTRONICS CO.,LTD. ("AOI ELECTRONICS"), today announced that they signed the definitive agreement to transfer all stocks of Renesas High Components, Inc. ("RHC"), a wholly owned subsidiary of Renesas Eastern Japan Semiconductor, and Renesas Eastern Japan Semiconductor's partial sales business including the sales staff for the companies outside Renesas group, related to the RHC's contract manufacturing service. Based on the agreement signed today, the companies plan to complete this transfer on January 1, 2013.
1. Purpose of stock transfer
Renesas Electronics is implementing reforms of its production sites in Japan to enhance the profit base as announced in the press release, "Renesas Electronics Announces the Direction of Various Measures to Establish Robust and Profitable Structure", on July 3, 2012. Renesas Electronics announced that RHC's "Transfer will be considered within one year" because the production load decreased due to an acceleration of products shifting abroad. Under these circumstances, Renesas Electronics, Renesas Eastern Japan Semiconductor, and AOI ELECTRONICS agreed to transfer RHC to AOI ELECTRIC, who has been considering how to both expand its business and to improve production efficiency, whilst also aiming to improve product development efficiency for expanded operation in the future as well as having a system of backup production sites in place for times of disaster.
1-4. Method of payment of the stock transfer price
The transfer price is planned to be paid in cash.
2. Purpose of the partial business transfer
According to the transfer of RHC's stocks, Renesas Electronics agrees to transfer the partial sales business of Renesas Eastern Japan Semiconductor for the companies outside Renesas group, related to the RHC's contract manufacturing service along with the RHC's stocks to AOI ELECTRONICS.
2-1. Outline of the partial business transfer
(1) Transferred business
Sales business including sales staff of Renesas Eastern Japan Semiconductor, related to the RHC's contract manufacturing service.
(3) Transferred assets, liabilities and their amount
Transferred assets related to the transferred sales business will be inventories. There are no liabilities to be transferred.
(4) Transfer price and method of payment
Based on the agreement, the transfer price is undisclosed. It is planned to be paid in cash.
2-2. Outline of AOI ELECTRONICS
The same as described in 1-2.
3. Other transactions
Other than describing above, Renesas Electronics and Renesas Eastern Japan Semiconductor will license their patents, industrial new designs, and know-how to RHC after the transfer. The license fee is undisclosed based on the agreement and is planned to be paid in cash.
5. Future prospects
Renesas Electronics has already included the effect of RHC's stocks and partial business transfer of Renesas Eastern Japan Semiconductor in the consolidated financial forecasts for the fiscal year ending March, 2013 announced on August 2, 2012.
1. Purpose of stock transfer
Renesas Electronics is implementing reforms of its production sites in Japan to enhance the profit base as announced in the press release, "Renesas Electronics Announces the Direction of Various Measures to Establish Robust and Profitable Structure", on July 3, 2012. Renesas Electronics announced that RHC's "Transfer will be considered within one year" because the production load decreased due to an acceleration of products shifting abroad. Under these circumstances, Renesas Electronics, Renesas Eastern Japan Semiconductor, and AOI ELECTRONICS agreed to transfer RHC to AOI ELECTRIC, who has been considering how to both expand its business and to improve production efficiency, whilst also aiming to improve product development efficiency for expanded operation in the future as well as having a system of backup production sites in place for times of disaster.
1-4. Method of payment of the stock transfer price
The transfer price is planned to be paid in cash.
2. Purpose of the partial business transfer
According to the transfer of RHC's stocks, Renesas Electronics agrees to transfer the partial sales business of Renesas Eastern Japan Semiconductor for the companies outside Renesas group, related to the RHC's contract manufacturing service along with the RHC's stocks to AOI ELECTRONICS.
2-1. Outline of the partial business transfer
(1) Transferred business
Sales business including sales staff of Renesas Eastern Japan Semiconductor, related to the RHC's contract manufacturing service.
(3) Transferred assets, liabilities and their amount
Transferred assets related to the transferred sales business will be inventories. There are no liabilities to be transferred.
(4) Transfer price and method of payment
Based on the agreement, the transfer price is undisclosed. It is planned to be paid in cash.
2-2. Outline of AOI ELECTRONICS
The same as described in 1-2.
3. Other transactions
Other than describing above, Renesas Electronics and Renesas Eastern Japan Semiconductor will license their patents, industrial new designs, and know-how to RHC after the transfer. The license fee is undisclosed based on the agreement and is planned to be paid in cash.
5. Future prospects
Renesas Electronics has already included the effect of RHC's stocks and partial business transfer of Renesas Eastern Japan Semiconductor in the consolidated financial forecasts for the fiscal year ending March, 2013 announced on August 2, 2012.
Attachments
- 1-1. Outline of RHC.pdf
- 1-2. Outline of AOI ELECTRONICS.pdf
- 1-3. Number of shares, and shares before and after the transfer.pdf
- (2) Financial results of the transferred business (For the fiscal year ended March, 2012).pdf
- 4. Schedule of the transfer of RHC's stocks and partial business of Renesas Eastern Japan S.pdf
