Market Overview

Renesas Electronics Announces Change in Controlling Shareholder Other Than Parent Company

Share:

Renesas Electronics Corporation (TSE: 6723, "Renesas"), a premier
supplier of advanced semiconductor solutions, today announced that, as
of March 14, 2018, Innovation Network Corporation of Japan ("INCJ"),
will no longer be a controlling shareholder of Renesas. Further details
are as follows:

1. Events leading up to the change

In September 2013, when Renesas implemented a share issue through
third-party allotment to INCJ and others. As a result of this
third-party share allotment, INCJ came to hold 69.16 percent of the
voting rights of Renesas, thus becoming both Renesas' largest major
shareholder, and the only controlling shareholder other than parent
company (Note 1). In June 2017, INCJ and others sold a portion of their
Renesas common shares to investors in Japan and abroad. As a result, the
percentage of voting rights held by INCJ decreased to 50.10 percent.

Renesas received notice from INCJ that it sold 75,026,425 common shares
of Renesas to Denso Corporation ("Denso") today through a direct
off-market sale (Note 2). Denso previously held 0.50 percent of the
voting rights in Renesas and, following the closing of this transaction,
Denso will hold 5.00 percent of the voting rights in Renesas. INCJ, the
largest major shareholder of Renesas, will cease to be the only
controlling shareholder other than parent company and will be
categorized as other related company.

(Note 1) Due to a number of factors, including that INCJ's mission is to
foster investment and that INCJ's reason for holding shares in Renesas
is to earn capital gains, it was determined that INCJ does not
correspond to being Renesas' parent company.

(Note 2) The change in shareholding is scheduled to occur on March 14,
2018 once the book-entry transfer of shares for the transaction is
completed on that date.

2. Date of change
March 14, 2018

3. Outline of INCJ

         
(1)   Name   Innovation Network Corporation of Japan (INCJ)
(2)   Location   1-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
(3)   Names and titles of representatives   Chairman and CEO: Toshiyuki Shiga

President and COO: Mikihide Katsumata

(4)   Main Business   Support of specific business activities as specified under the Act
on Special Measures for Industrial Revitalization
(5)   Amount of capital   300,010 million yen (as of March 31, 2017)
(6)   Established   July 17, 2008
(7)   Net assets   1,100,925 million yen (as of March 31, 2017)
(8)   Total assets   1,852,158 million yen (as of March 31, 2017)
(9)  

Major shareholders and percentage of shares held

 

(As of March 31, 2017)

   

Japan's Ministry of Finance

95.33

%

Development Bank of Japan Inc.

0.50

%

Asahi Kasei Corp.

0.17

%

Osaka Gas Co. Ltd.

0.17

%

Canon Inc.

0.17

%

Sharp Corporation

0.17

%

The Shoko Chukin Bank, Ltd.

0.17

%

Sumitomo Chemical Co., Ltd.

0.17

%

Sumitomo Corporation

0.17

%

Sumitomo Electric Industries, Ltd.

0.17

%

Sony Corporation

0.17

%

Takeda Pharmaceutical Company Limited

0.17

%

Toshiba Corporation

0.17

%

Toyota Motor Corporation

0.17

%

JGC Corporation

0.17

%

Panasonic Corporation

0.17

%

East Japan Railway Company

0.17

%

Hitachi, Ltd.

0.17

%

Marubeni Corporation

0.17

%

Mizuho Bank, Ltd.

0.17

%

Sumitomo Mitsui Banking Corporation

0.17

%

Mitsubishi Chemical Holdings Corporation

0.17

%

Mitsubishi Heavy Industries, Ltd.

0.17

%

Mitsubishi Corporation

0.17

%

Bank of Tokyo Mitsubishi UFJ., Ltd.

0.17

%

GE Japan

0.17

%

   

JX Nippon Oil & Energy Corporation

 

0.17

 

%

 
(10)   Relationship between Renesas and INCJ   Capital relationship INCJ owns 835,228,200 common shares of Renesas (stock ownership
ratio: 50.10%) and is a controlling shareholder.

(As of March 8, 2018)

  Personal relationship Two persons affiliated with INCJ serve as Outside Members of the
Board of Renesas, and one person affiliated with INCJ serves as a
Corporate Auditor (part time) of Renesas.

(As of March 8, 2018)

  Business relationship There is no notable business relationship between Renesas and INCJ.
Furthermore, there are no notable business relationships between
affiliates and affiliated companies of Renesas and affiliates and
affiliated companies of INCJ.
 
 
 

4. Number and percentage of the voting rights held by INCJ before and
after the change

         
    Category   Number of voting rights held

(Percentage of voting rights held)

    Voting rights directly held   Voting rights to be combined   Total
Before the change

(as of March 8, 2018)

 
  • Controlling shareholder other than parent company
  • Largest major shareholders
  8,352,282

(50.10%)

  0

(0.00%)

  8,352,282

(50.10%)

After the change

(scheduled for March 14, 2018)

 
  • Other related company
  • Largest major shareholder
  7,602,177

(45.60%)

  0

(0.00%)

  7,602,177

(45.60%)

(Note) The percentage of voting rights held are rounded off to two
decimal places.

5. Financial outlook

The above-mentioned change in Renesas' controlling shareholder will have
no impact on Renesas Group's business results.

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded
design innovation with complete semiconductor solutions that enable
billions of connected, intelligent devices to enhance the way people
work and live—securely and safely. A global leader in microcontrollers,
analog, power and SoC products, Renesas provides the expertise, quality,
and comprehensive solutions for a broad range of Automotive, Industrial,
Home Electronics, Office Automation and Information Communication
Technology applications to help shape a limitless future. Learn more at
renesas.com.

(Remarks) All names of products or services mentioned in this press
release are trademarks or registered trademarks of their respective
owners.

View Comments and Join the Discussion!