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Notice Regarding Transfer of Shares Accompanying Transfer of Subsidiary

Renesas Electronics Corporation (TSE: 6723, “Renesas Electronics”), a premier provider of advanced semiconductor solutions, today announced its decision to transfer all of Renesas Electronics’ shares in Renesas SP Drivers Inc. (“Renesas SP Drivers”), a consolidated subsidiary of Renesas Electronics (the “Share Transfer”)., to Synaptics Holding GMBH (“Synaptics Holding”), a wholly-owned subsidiary of Synaptics Inc. (NASDAQ: SYNA, “Synaptics”). In accordance with the Share Transfer, Renesas SP Drivers Taiwan Inc., (“Renesas SP Drivers Taiwan”), a subsidiary of Renesas SP Drivers will no longer be a subsidiary of Renesas Electronics.

1. Background of the Share Transfer

As outlined in the Renesas Electronics’ press release, “Renesas Electronics Shows Direction of Renesas Group,” issued on August 2, 2013, Renesas Electronics identified fields and regions where growth is expected in the medium to long term and areas where it can outpace the competition, and will focus on three fields where it has strengths and can compete effectively: automotive (automotive control and automotive information), industrial/networking (industrial/home appliance, OA and ICT), and general-purpose products. In parallel, Renesas Electronics have been carrying out structural reforms aimed at creating an organization that is consistently profitable, even when exposed to risks (natural disasters, market stagnation, etc.).

Renesas SP Drivers was established in 2008 as a joint venture of display driver IC business, which does not fall under Renesas Electronics’ three focus fields. While its operation is focused on design and development, Renesas SP Drivers also offers manufacturing service by outsourcing its production to foundries. The Company has continued to perform well in recent years, buoyed by vigorous demand for smartphones and tablet devices.

Under such circumstances, based on its structural reform policies, Renesas Electronics has been looking into the possibility of transferring ownership to another company which focuses on display driver IC business and also is expected to proactively invest its management resources into this business.

Having been approached by Synaptics with an offer to purchase all of Renesas Electronics’ shares in Renesas SP Drivers, Renesas Electronics evaluated the offer and the decision was reached that the transfer of the shares to Synaptics Holding, which is looking to strengthen its mobile handset business by integrating Renesas SP Drivers’ display driver IC technologies for small- to medium-sized LCD panels, will be beneficial to all stakeholders.

Renesas Electronics anticipates the Share Transfer will enable Renesas Electronics to accelerate its concentration on its core businesses while enabling Synaptics to accelerate its leadership in mobile handset business. The deal will increase the corporate value of both companies.

2. Outline of the subsidiary subject to the Share Transfer

2-1. Overview of the subsidiary (Renesas SP Drivers) subject to the Share Transfer

(1) Company name   Renesas SP Drivers, Inc.
(2) Registered Head Office   5-20-1, Josuihon-Cho, Kodaira-Shi, Tokyo, Japan
(3) Representative   Ikuo Kudo, Representative Director
(4) Major Operations   Design, development, sale, and marketing of LCD drivers and controllers for small- and medium-sized LCD panels
(5) Capital   5 billion yen
(6) Established   March 11, 2008
(7) Major Stockholders and Ownership Ratios   Renesas Electronics Corporation: 55%

Sharp Corporation: 25%

Global Powertec Co., Ltd.: 16%

Powerchip Technology Corporation: 4%

(8) Present Relationship between Corporate Parties   Capital Ties Renesas Electronics owns 55% of shares in Renesas SP Drivers
Personal Ties Four of Renesas Electronics employees

concurrently serve as director or auditor of

Renesas SP Drivers

 

Business
Relationship

Renesas Electronics provides manufacturing, purchasing and other services to Renesas SP Drivers
(9) The Financial Results and Financial Position of the Subsidiary for the Past Three Years
Accounting Period  

Fiscal year ended
March 2011

 

Fiscal year ended
March 2012

 

Fiscal year ended
March 2013

Net Asset   4,276 million yen   6,200 million yen   11,974 million yen
Total Asset   8,608 million yen   10,215 million yen   19,540 million yen
Net Asset Per Share   42,759.45 yen   62,002.53 yen   119,744.53 yen
Net Sales   24,959 million yen   24,362 million yen   41,709 million yen
Operating Income (Loss)   3,338 million yen   2,645 million yen   8,946 million yen
Net Income (Loss)   3,240 million yen   1,924 million yen   5,774 million yen
Net Income (Loss) Per Share   32,403.96 yen   19,243.08 yen   57,742.01 yen
Dividends Per Share   -   -   -

(Note) No consolidated financial statements are available.

2-2. Overview of the sub-subsidiary (Renesas SP Drivers Taiwan) subject to the Share Transfer

(1) Company Name   Renesas SP Drivers Taiwan Inc.
(2) Registered Head Office   No.12, Li-Hsin Rd. 1, Hsinchu Science Park, Hsinchu, Taiwan
(3) Representative   Joe Wu, Chairman
(4) Major Operations   Design and sale of electronic devices
(5) Capital   50 million NT$
(6) Established   April 1, 2008
(7) Major Stockholders and Ownership Ratios   Renesas SP Drivers, Inc.: 51%

Quantum Vision Corporation 49%

(8) Present Relationship between Corporate Parties   Capital Ties

Renesas SP Drivers owns 51% of shares in Renesas SP Drivers Taiwan and Renesas Electronics owns 55% of shares in Renesas SP Drivers

Personal Ties

Two of Renesas Electronics employees concurrently serve as director or auditor of Renesas SP Drivers Taiwan

 

Business
Relationship

Renesas Electronics supplies small- to medium-sized LCD drivers/controllers to Renesas SP Drivers Taiwan

(9) The Financial Results and Financial Position of the Subsidiary for the Past Three Years
Accounting Period  

Fiscal year ended
March 2011

 

Fiscal year ended
March 2012

 

Fiscal year ended
March 2013

Net Asset   281 million yen   508 million yen   783 million yen
Total Asset   1,719 million yen   2,357 million yen   2,111 million yen
Net Asset Per Share   56.2 yen   101.6 yen   156.6 yen
Net Sales   4,088 million yen   6,648 million yen   7,674 million yen
Operating Income (Loss)   133 million yen   258 million yen   240 million yen
Net Income (Loss)   136 million yen   219 million yen   188 million yen
Net Income (Loss) Per Share   27.2 yen   43.8 yen   37.6 yen
Dividends Per Share   -   -   -

(Note) The figures shown above have not been subject to the audits by an auditing firm.

3. Overview of the Transferee

3-1. Overview of Synaptics Holding

(1) Company Name   Synaptics Holding GMBH
(2) Registered Head Office   Zug / Switzerland
(3) Representative   Studer, Peter Georg (President of the Management)
(4) Major Operations   The purpose of the Company is the acquisition and permanent administration of participations and holdings in other companies.
(5) Capital   CHF 420,000 (Swiss francs, approximately 48 million yen)
(6) Consolidated Net Asset   CHF 1,205,859 (Swiss francs, approximately 137 million yen)
(7) Consolidated Total Asset   CHF 1,225,929 (Swiss francs, approximately 139 million yen)
(8) Established   June 2004
(9) Present Relationship between Corporate Parties   Capital Ties There is no capital relationship between Renesas Electronics and Synaptics required to be referred to herein. There is no capital relationship between affiliates of Renesas Electronics and affiliates of Synaptics required to be referred to herein.
Personal Ties There is no personnel relationship between Renesas Electronics and Synaptics required to be referred to herein. There is no personnel relationship between affiliates of Renesas Electronics and affiliates of Synaptics required to be referred to herein.
Business Relationship There is no business relationship between Renesas Electronics and Synaptics required to be referred to herein. There is no business relationship between affiliates of Renesas Electronics and affiliates of Synaptics required to be referred to herein.
  Status of Related Parties Renesas Electronics is not deemed to be a related party of Synaptics. Affiliates of Renesas Electronics are not deemed to be a related party of affiliates of Synaptics.

(Note) The figures in yen listed in (5)-(7) are calculated based on the conversion rate of 1Swiss franc=113.79 yen.

3-2. Overview of the parent company of the transferee

(1) Company Name   Synaptics Incorporated
(2) Registered Head Office   1251 Mckay Drive, San Jose, California, 95131, United States
(3) Representative   Rick Bergman, President, CEO & Director
(4) Major Operations   Worldwide developer and supplier of touch-based semiconductor solutions and fingerprint authentication for mobile devices and personal computers
(5) Capital   55,000 US$ (approximately 5.7 million yen)

The Company has a capital surplus of 703,107,000 US$ (approximately 72,364 million yen)

(6) Consolidated Net Asset   628,597,000 US$ (approximately 64,695 million yen)
(7) Consolidated Total Asset   894,806,000 US$ (approximately 92,093 million yen)
(8) Established   March 1986
(9) Present Relationship between Corporate Parties   Capital Ties There is no capital relationship between Renesas Electronics and Synaptics required to be referred to herein. There is no capital relationship between affiliates of Renesas Electronics and affiliates of Synaptics required to be referred to herein.
Personal Ties There is no personnel relationship between Renesas Electronics and Synaptics required to be referred to herein. There is no personnel relationship between affiliates of Renesas Electronics and affiliates of Synaptics required to be referred to herein.
Business Relationship There is no business relationship between Renesas Electronics and Synaptics required to be referred to herein. There is no business relationship between affiliates of Renesas Electronics and affiliates of Synaptics required to be referred to herein.
  Status of Related Parties Renesas Electronics is not deemed to be a related party of Synaptics. Affiliates of Renesas Electronics are not deemed to be a related party of affiliates of Synaptics.

(Note) The figures listed in (5)-(7) are calculated based on the conversion rate of 1Swiss franc=102.92 yen.

4. Number of Shares to be Transferred and Status of Shares after the Transfer

(1) Number of Shares before the Transfer   55,000 shares (Ownership ratio: 55%)
(2) Number of Shares to be Transferred   55,000 shares (Ownership ratio: 55%)
(3) Number of Shares after the Transfer   0 share (Ownership ratio: 0%)

(Note) The transfer price is currently being evaluated and will be disclosed once such amount is confirmed, which is scheduled to be at the completion of the share transfer.

5. Timeline of the Share Transfer

(1) Approval of the Board of Directors and signing of the definitive agreement

  June 10, 2014
(2) Conclusion of share transfer agreement   June 11, 2014
(3) Effective date of the share transfer   Third quarter of the fiscal year ending March 2015 (planned)

6. Financial Outlook

In accordance with the Share Transfer, Renesas Electronics expects to record special income in the third quarter ending December 31, 2014. The Group will disclose the amount once confirmed information is available. Renesas Electronics is currently assessing the impact of the Share Transfer on Renesas Electronics’ consolidated financial results for the three months ending June 30, 2014. The Group intends to disclose the impact on its consolidated earnings from the Share Transfer when confirmed information is available.

Forward-Looking Statements

The statements in this press release with respect to the plans, strategies and financial outlook of Renesas Electronics and its consolidated subsidiaries (collectively “we”) are forward-looking statements involving risks and uncertainties. We caution you in advance that actual results may differ materially from such forward-looking statements due to several important factors including, but not limited to, general economic conditions in our markets, which are primarily Japan, North America, Asia, and Europe; demand for, and competitive pricing pressure on, products and services in the marketplace; ability to continue to win acceptance of products and services in these highly competitive markets; and fluctuations in currency exchange rates, particularly between the yen and the U.S. dollar. Among other factors, downturn of the world economy; deteriorating financial conditions in world markets, or deterioration in domestic and overseas stock markets, may cause actual results to differ from the projected results forecast.

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.

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