|By Business Wire||
|July 28, 2014 04:03 AM EDT||
Renesas Electronics Corporation (TSE: 6723, “Renesas Electronics”), a premier provider of advanced semiconductor solutions, today announced that, under the approval of Renesas Electronics' Board of Directors on July 28, 2014, it will consolidate its subsidiary Renesas Mobile Corporation (“Renesas Mobile”) through an absorption-type merger (“Merger”).
Since the Merger is an absorption-type merger of a wholly-owned subsidiary, certain disclosure items and details have been omitted.
1. Purpose of Merger
Renesas Mobile was established in 2010 as a wholly-owned subsidiary of Renesas Electronics that is principally engaged in the design of system-on-chip (SoC) devices for use in mobile phones and car information systems (CIS). However, as announced on March 12, 2013, Renesas Electronics has been considering a variety of structural reform measures for the mobile business of Renesas Mobile, and has implemented measures to withdraw from the 4G wireless business.
As an important initiative among the structural reform measures currently being undertaken by the company, Renesas Electronics has decided to execute an absorption-type merger with Renesas Mobile with an aim of expanding its CIS business in the automotive field, by concentrating resources involved in that business within Renesas Electronics and to improve the company's ability to develop solutions, while boosting the operational efficiency of that business and strengthening the profit structure.
2. Summary of Merger
(1) Schedule of Merger
- Approval of Board of Directors regarding debt waiver to consolidated subsidiary: July 28, 2014
- Approval of Board of Directors regarding the Merger: July 28, 2014
- Conclusion of merger agreement: July 28, 2014
- Date of Merger (effective date): October 1, 2014 (planned)
(Note) Renesas Electronics will follow the procedure for a simple absorption-type merger as stipulated under Article 796, §3 of the Japan Corporation Law, and Renesas Mobile will follow the procedure for a short-form absorption-type merger as stipulated in Article 784, §1 of the Japan Corporation Law, both of which do not require approval of the merger agreement by a general meeting of shareholders.
(2) Method of Merger
The Merger will be conducted through an absorption-type merger method in which Renesas Electronics will be the surviving company and Renesas Mobile will be dissolved as the absorbed company.
Since Renesas Mobile presently has liabilities exceeding its assets, Renesas Electronics plans to waive the debts owed by Renesas Mobile in advance of the merger, thereby eliminating its state of insolvency before the merger takes place.
- Debts to be waived: Loans and other accounts receivable
- Total value of debts to be waived: 38.9 billion yen (estimate)
- Implementation date: September 30, 2014 (planned)
(3) Distribution of Assets
Since Renesas Mobile is a wholly-owned subsidiary of Renesas Electronics, there will be no stocks, money, etc. issued in connection with the Merger
(4) Share subscription rights and bonds with share subscription rights
No share subscription rights or bonds with share subscription rights are issued.
2. Overview of parties to the Merger (as of March 31, 2014)
|Company Name||Renesas Electronics Corporation (surviving company)||Renesas Mobile Corporation (absorbed company)|
|(1) Address||1753 Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa||Nippon Building, 2-6-2, Ote-machi, Chiyoda-ku, Tokyo|
|(2) Representative||Hisao Sakuta, Representative Director, Chairman and CEO||Hideaki Chaki, CEO|
|(3) Major Operations||Research, development, design, manufacture, sale, and servicing of semiconductor products||Design of SoC devices, etc., for use primarily in mobile phones and car information systems|
|(4) Capital||228,255 million yen||5,000 million yen|
|(5) Established||November 1, 2002 (started operation on April 1, 2010)||September 1, 2010 (started operation on December 1, 2010)|
|(6) Major Stockholders and Ownership Ratios||
Innovation Network Corporation of Japan: 69.15%
Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account): 8.11%
Hitachi, Ltd.: 7.66%
Mitsubishi Electric Corporation: 6.26%
|Renesas Electronics Corporation: 100%|
|(7) Shares Issued||1,667,124,490||100,000|
|(8) Fiscal Term||March 31||March 31|
|(9) Consolidated Net Assets||227,314 million yen||-40,915 million yen|
|(10) Consolidated Net Assets per Share||128.73 yen||-409,151.60 yen|
|(11) Consolidated Total Assets||786,002 million yen||7,377 million yen|
|(12) Consolidated Net Sales||833,011 million yen||45,779 million yen|
|(13) Consolidated Operating Income (Loss)||67,635 million yen||-4,250 million yen|
|(14) Consolidated Ordinary Income (Loss)||58,625 million yen||-5,699 million yen|
|(15) Consolidated Net Income (Loss)||-5,291 million yen||-4,282 million yen|
|(16) Consolidated Net Income (Loss) per Share||-5.07 yen||-42,818.43 yen|
Note: Figures for Renesas Mobile listed above are not consolidated results as Renesas Mobile does not prepare its own consolidated financial statement.
3. Situation Following the Merger
There will be no changes to the company name, business activities, headquarters address, representative, capital, and end of fiscal year of Renesas Electronics as a result of the merger.
4. Future Outlook
No major impact is anticipated on Renesas Electronics' consolidated and non-consolidated financial results for the fiscal year ending March 31, 2015 as a result of the Merger
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.
While there are hundreds of public and private cloud hosting providers to choose from, not all clouds are created equal. If you’re seeking to host enterprise-level mission-critical applications, where Cloud Security is a primary concern, WHOA.com is setting new standards for cloud hosting, and has established itself as a major contender in the marketplace. We are constantly seeking ways to innovate and leverage state-of-the-art technologies. In his session at 16th Cloud Expo, Mike Rivera, Seni...
May. 30, 2015 12:45 PM EDT Reads: 980
Hardware will never be more valuable than on the day it hits your loading dock. Each day new servers are not deployed to production the business is losing money. While Moore's Law is typically cited to explain the exponential density growth of chips, a critical consequence of this is rapid depreciation of servers. The hardware for clustered systems (e.g., Hadoop, OpenStack) tends to be significant capital expenses. In his session at Big Data Expo, Mason Katz, CTO and co-founder of StackIQ, disc...
May. 30, 2015 12:30 PM EDT Reads: 5,261
There is no question that the cloud is where businesses want to host data. Until recently hypervisor virtualization was the most widely used method in cloud computing. Recently virtual containers have been gaining in popularity, and for good reason. In the debate between virtual machines and containers, the latter have been seen as the new kid on the block – and like other emerging technology have had some initial shortcomings. However, the container space has evolved drastically since coming on...
May. 30, 2015 12:15 PM EDT Reads: 1,424
The 4th International Internet of @ThingsExpo, co-located with the 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - announces that its Call for Papers is open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
May. 30, 2015 12:00 PM EDT Reads: 1,798
T-Mobile has been transforming the wireless industry with its “Uncarrier” initiatives. Today as T-Mobile’s IT organization works to transform itself in a like manner, technical foundations built over the last couple of years are now key to their drive for more Agile delivery practices. In his session at DevOps Summit, Martin Krienke, Sr Development Manager at T-Mobile, will discuss where they started their Continuous Delivery journey, where they are today, and where they are going in an effort ...
May. 30, 2015 12:00 PM EDT Reads: 1,494
The enterprise market will drive IoT device adoption over the next five years. In his session at @ThingsExpo, John Greenough, an analyst at BI Intelligence, division of Business Insider, will analyze how companies will adopt IoT products and the associated cost of adopting those products. John Greenough is the lead analyst covering the Internet of Things for BI Intelligence- Business Insider’s paid research service. Numerous IoT companies have cited his analysis of the IoT. Prior to joining B...
May. 30, 2015 11:45 AM EDT Reads: 599
As the Internet of Things unfolds, mobile and wearable devices are blurring the line between physical and digital, integrating ever more closely with our interests, our routines, our daily lives. Contextual computing and smart, sensor-equipped spaces bring the potential to walk through a world that recognizes us and responds accordingly. We become continuous transmitters and receivers of data. In his session at @ThingsExpo, Andrew Bolwell, Director of Innovation for HP's Printing and Personal S...
May. 30, 2015 11:30 AM EDT Reads: 4,036
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, June 9-11, 2015, at the Javits Center in New York City. Learn what is going on, contribute to the discussions, and ensure that your enter...
May. 30, 2015 11:15 AM EDT Reads: 2,178
SYS-CON Events announced today that BMC will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. BMC delivers software solutions that help IT transform digital enterprises for the ultimate competitive business advantage. BMC has worked with thousands of leading companies to create and deliver powerful IT management services. From mainframe to cloud to mobile, BMC pairs high-speed digital innovation with robust...
May. 30, 2015 11:15 AM EDT Reads: 1,093
The world is at a tipping point where the technology, the device and global adoption are converging to such a point that we will see an explosion of a world where smartphone devices not only allow us to talk to each other, but allow for communication between everything – serving as a central hub from which we control our world – MediaTek is at the heart of both driving this and allowing the markets to drive this reality forward themselves. The next wave of consumer gadgets is here – smart, con...
May. 30, 2015 11:15 AM EDT Reads: 847
Today’s enterprise is being driven by disruptive competitive and human capital requirements to provide enterprise application access through not only desktops, but also mobile devices. To retrofit existing programs across all these devices using traditional programming methods is very costly and time consuming – often prohibitively so. In his session at @ThingsExpo, Jesse Shiah, CEO, President, and Co-Founder of AgilePoint Inc., discussed how you can create applications that run on all mobile ...
May. 30, 2015 11:00 AM EDT Reads: 5,506
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will addresses this very serious issue o...
May. 30, 2015 11:00 AM EDT Reads: 1,049
Cloud computing started a technology revolution; now DevOps is driving that revolution forward. By enabling new approaches to service delivery, cloud and DevOps together are delivering even greater speed, agility, and efficiency. No wonder leading innovators are adopting DevOps and cloud together! In his session at DevOps Summit, Andi Mann, Vice President of Strategic Solutions at CA Technologies, explored the synergies in these two approaches, with practical tips, techniques, research data, wa...
May. 30, 2015 11:00 AM EDT Reads: 6,669
paradigm shifts in networking, to cloud and licensure, and all the Internet of Things in between. In 2014 automation was the name of the game. In his session at DevOps Summit, Matthew Joyce, a Sales Engineer at Big Switch, will discuss why in 2015 it’s complexity reduction. Matthew Joyce, a sales engineer at Big Switch, is helping push networking into the 21st century. He is also a hacker at NYC Resistor. Previously he worked at NASA Ames Research Center with the Nebula Project (where OpenSta...
May. 30, 2015 11:00 AM EDT Reads: 666
SYS-CON Events announced today that SUSE, a pioneer in open source software, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. SUSE provides reliable, interoperable Linux, cloud infrastructure and storage solutions that give enterprises greater control and flexibility. More than 20 years of engineering excellence, exceptional service and an unrivaled partner ecosystem power the products and support that help ...
May. 30, 2015 11:00 AM EDT Reads: 797