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

III. The Corporate Split

3. Overview of the Business to be Carved out through the Corporate Split

*Above sales include the value of chips and others which Renesas provides to each splitting company for profit.

* After March 31, 2012, the splitting companies had 7 billion yen of fixed liability of which Renesas becomes the creditor. 7 billion of fixed liability has the equivalent effect as the future payment for the transferred company.

4. Status of the Splitting Companies and the Successor Company Following the Corporate Split

IV. The Transfer

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

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.