SYS-CON MEDIA Authors: Adine Deford, Cynthia Dunlop, Harry Trott, Xenia von Wedel, Peter Silva

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Renesas Electronics and J-Devices Sign Memorandum of Understanding on Transfer of Back-End Facilities

Renesas Electronics Corporation (TSE: 6723, Renesas), a premier supplier of advanced semiconductor solutions, and J-Devices Corporation (J-Devices) today announced that they signed a Memorandum of Understanding today regarding the transfer of the semiconductor back-end production business of three facilities operated by Renesas’ wholly owned manufacturing subsidiaries (the Hakodate Factory of Renesas Northern Japan Semiconductor, Inc. (Renesas Northern Japan), the Fukui Factory of Renesas Kansai Semiconductor Co., Ltd. (SKS), and the Kumamoto Factory of Renesas Kyushu Semiconductor Corp. (Renesas Kyushu)) and Renesas Northern Japan’s wholly owned subsidiary, Hokkai Electronics Co., Ltd. (Hokkai Electronics) to J-Devices.

This proposed transaction aims at building a long-term, mutually beneficial relationship between the two companies as strategic partners in the semiconductor production business. With today’s Memorandum of Understanding as the basis, the two companies plan to negotiate a final agreement and to complete the transfer in early June 2013. As the definitive terms of the proposed transaction including the transfer method are currently being negotiated, they are omitted from this press release. They will be announced when definitive agreements are completed.

1. Background and Purpose of 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 Hakodate Factory of Renesas Northern Japan, the Fukui Factory of SKS, and the Kumamoto Factory of Renesas Kyushu (the Hakodate Factory, Fukui Factory, and Kumamoto Factory are referred to collectively below as “the facilities to be transferred”) 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 facilities to be transferred and provide a high-quality, reliable supply of products.

As Japan's largest independent company devoted to semiconductor assembly and test operations for customers, J-Devices understands that, to further grow its business, it must be cost-competitive with business rivals based outside of Japan. To that end, J-Devices believes it is of the utmost importance to expand the scale of its operations.

Against this background, Renesas and J-Devices came to a common understanding, and as the first step in the building of a long-term partnership between the two companies, a Memorandum of Understanding was reached today to transfer the semiconductor back-end production business of the facilities to be transferred and also Hokkai Electronics, which performs production support operations for the Hakodate Factory, to J-Devices by early June of this year.

The current employees of the transferred facilities will be “on loan” to J-Devices for a set period, under the premise that they will be reassigned to J-Devices on the basis of individual agreements in future. The Renesas products which will be manufactured at the facilities 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.

In addition to the current seven facilities of J-Devices (Usuki, Oita Prefecture (Headquarters); Kitsuki, Oita Prefecture (Headquarters functions); Shibata-gun, Miyagi Prefecture; Aizuwakamatsu, Fukushima Prefecture; Miyawaka, Fukuoka Prefecture; Oita, Oita Prefecture; and Satsumasendai, Kagoshima Prefecture), the present transfer will add an additional three production facilities. This will make J-Devices one of the world’s top five OSAT (Outsourced Semiconductor Assembly and Test) service providers.

At the same time, the advantages gained as a long-term strategic partner of Renesas, including larger business scale, fusion of technical capabilities, and expanded product lineup, will enable J-Devices to improve cost competitiveness, technical capabilities, and product quality, allowing it to contribute to the continued development of the semiconductor industry as a world-top-level OSAT service provider and also providing substantial benefits for customers.

2. Overview of Renesas Electronics Corporation and J-Devices

(1)     Company Name     Renesas Electronics Corporation
(2)     Headquarters     1753 Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa 211-8668, Japan
(3)     Representative Director     Representative Director, President: Yasushi Akao

Representative Director and Executive Managing Vice President: Masaki Kato

(4)     Major Operations     Research, development, design, manufacture, sale, and servicing of semiconductor products
(5)     Capital Stock     153.2 billion yen (As of March 31, 2012)
(6)     Consolidated Sales     883.1 billion yen (For the fiscal year ended March 31, 2012)
(7)     Established     April 1, 2003
(8)     Employees     41,900 (Consolidated, As of September 30, 2012)
(9)     Major Shareholders and Equity Ratio    

Japan Trustee Services Bank, Ltd.  32.44%

Hitachi, Ltd.  30.62%

Mitsubishi Electric Corporation  25.05%

NEC Corporation  3.02%

(10)     Relationships between Related Parties

 

Capital Relationships     There is no capital relationship between Renesas Electronics and J-Devices required to be referred to herein. There is no capital relationship between affiliates of Renesas Electronics and J-Devices required to be referred to herein.

 

Personnel Relationships     There is no personnel relationship between Renesas Electronics and J-Devices required to be referred to herein. There is no personnel relationship between affiliates of Renesas Electronics and J-Devices required to be referred to herein.

 

Business Relationships     There is transaction related to outsourcing of semiconductor manufacturing from Renesas Electronics to J-Devices.

There is no business relationship between affiliates of Renesas Electronics and J-Devices required to be referred to herein.

 

    Status of Related Parties     Renesas Electronics is not deemed to be a related party of J-Devices. Affiliates of Renesas Electronics are not deemed to be a related party of affiliates of J-Devices.
             
(1)     Company Name     J-Devices Corporation
(2)     Headquarters     1913-2 Fukura, Usuki-shi, Oita, Japan
(3)     Representative Director     CEO: Yoshifumi Nakaya
(4)     Major Operations     Back-end manufacturing of semiconductor devices (Wafer test, Assembly and Final test)
(5)     Capital Stock     1.77 billion yen
(6)     Consolidated Sales     44.7 billion yen (For the fiscal year ended March 31, 2012)
(7)     Established     November 6, 1970
(8)     Employees     3,684 (As of January 1, 2013)
(9)     Major Shareholders and Equity Ratio     Yoshifumi Nakaya, etc. (Note 1) 60.0%

Amkor Technology Inc. 30.0%

Toshiba Corporation 10.0%

(10) Relationships between Related Parties

 

Capital Relationships     There is no capital relationship between J-Devices and Renesas Electronics required to be referred to herein. There is no capital relationship between affiliates of J-Devices and Renesas Electronics required to be referred to herein.

 

Personnel Relationships     There is no personnel relationship between J-Devices and Renesas Electronics required to be referred to herein. There is no personnel relationship between affiliates of J-Devices and Renesas Electronics required to be referred to herein.

 

Business Relationships     There is transaction related to outsourcing of semiconductor manufacturing from J-Devices to Renesas Electronics.

There is no business relationship between affiliates of J-Devices and Renesas Electronics required to be referred to herein.

 

    Status of Related Parties     J-Devices is not deemed to be a related party of Renesas Electronics. Affiliates of J-Devices are not deemed to be a related party of affiliates of Renesas Electronics.

Note 1: Existing shareholders who invested before the capital injection from Amkor Technology Inc. and Toshiba Corporation.

3. Outline of the Facilities to be Transferred

(1)     Name     Hakodate Factory, Renesas Northern Japan Semiconductor, Inc.
(2)     Location     145-1, Aza-Nakajima, Nanae-cho, Kameda-gun, Hokkaido, Japan
(3)     Major operations     Semiconductor back-end production and contract manufacturing service
(4)     Employees     Approximately 260 (As of January 1, 2013)
             
(1)     Name     Fukui Factory, Renesas Kansai Semiconductor Co., Ltd.
(2)     Location     1 Ohmaki, Harue-cho, Sakai-shi, Fukui, Japan
(3)     Major operations     Semiconductor back-end production
(4)     Employees     Approximately 290 (As of January 1, 2013)
             
(1)     Name     Kumamoto Factory, Renesas Kyushu Semiconductor Corp.
(2)     Location     272-10, Oaza-Takaono, Ozu-machi, Kikuchi-gun, Kumamoto, Japan
(3)     Major operations     Semiconductor back-end production and contract manufacturing service
(4)     Employees     Approximately 270 (As of January 1, 2013)
             
(1)     Name     Hokkai Electronics Co., Ltd.
(2)     Location     289-12, Higashi-cho, Yakumo-cho, Futami-gun, Hokkaido, Japan
(3)     Major operations     Support business of semiconductor back-end production
(4)     Employees     Approximately 60 (As of January 1, 2013)
       

4. Schedule Moving Forward

End of February 2013

:

 

Conclusion of final agreement on the transfer (scheduled)

Early June 2013

:

Date of the transfer (scheduled)

 

5. Future Prospects

The effect of the transfer on the consolidated financial performance of Renesas is not yet clear, and an announcement will be made as soon as it is determined.
 

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723), the world's number one supplier of microcontrollers, is a premiere 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.

About J-Devices Corporation

J-Devices is the largest independent semiconductor assembly and test company in Japan with seven factories in Japan. The original company (named Nakaya Microdevices) was established in 1970 and offers a broad lineup of packages including thermally enhanced BGA, CMOS sensor, leadframe and other original packages. J-Devices offers skilled package development as well as the full turnkey "one stop" service such as wafer sort, assembly, and final testing for consumer and automotive product.

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