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 changeMarch 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 source
version on businesswire.com: http://www.businesswire.com/news/home/20180308006477/en/
JapanRenesas Electronics CorporationKyoko Okamoto, +
81-3-6773-3001kyoko.okamoto.sx@renesas.com