The Merger will be conducted through an absorption-type merger method in which Renesas Electronics will be the surviving company and Renesas System Design will be dissolved as the absorbed company.
(3) Distribution of Assets
Since Renesas System Design is a wholly-owned subsidiary of Renesas Electronics, there will be no issuance of stocks or other provision of compensation 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.
3. Overview of parties to the Merger (as of December 31, 2016)
| (1) Company Name | Renesas Electronics Corporation (surviving company) | |
| (2) Address | 3-2-24, Toyosu, Koto-ku, Tokyo | |
| (3) Representative | Tetsuya Tsurumaru, Representative Director, Chairman | |
| Bunsei Kure, Representative Director, President & CEO | ||
| (4) Major Operations | Research, development, design, manufacture, sale, and servicing of semiconductor products | |
| (5) Capital | 10.0 billion yen | |
| (6) Established | November 1, 2002 | |
| (7) Shares Issued | 1,667,124,490 (including 2,581 treasury stocks) | |
| (8) Fiscal Term | December 31 | |
| (9) 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% | ||
| (10) Consolidated Net Assets | 422,393 million yen | |
| (11) Consolidated Total Assets | 823,054 million yen | |
| (12) Consolidated Net Assets per Share | 252.03 yen | |
| (13) Consolidated Net Sales | 471,031 million yen | |
| (14) Consolidated Operating Income | 54,711 million yen | |
| (15) Consolidated Ordinary Income | 49,986 million yen | |
|
(16) Net Income Attributable to Shareholders of Parent Company |
44,119 million yen | |
| (17) Net Income per Share | 26.46 yen | |
| (1) Company Name | Renesas System Design, Co., Ltd. (absorbed company) | |
| (2) Address | 5-20-1, Jyosuihoncho, Kodaira-shi, Tokyo | |
| (3) Representative | Tatsuya Nishihara, President | |
| (4) Major Operations | Design of semiconductor devices and integrated circuits, and development, design, production and sale of electronics devices and application products, etc. | |
| (5) Capital | 0.1 billion yen | |
| (6) Established | April 1, 2001 | |
| (7) Shares Issued | 6,000 | |
| (8) Fiscal Term | December 31 | |
|
(9) Major Stockholders and Ownership Ratios |
Renesas Electronics Corporation: 100% | |
| (10) Net Assets | 4,317 million yen | |
| (11) Total Assets | 20,312 million yen | |
|
(12) Net Assets per Share |
719,479.67 yen |
|
| (13) Net Sales | 34,208 million yen | |
| (14) Operating Income | 496 million yen | |
| (15) Ordinary Income | 483 million yen | |
|
(16) Net Income Attributable to Shareholders of Parent Company |
536 million yen | |
| (17) Net Income per Share | 89,293.57 yen | |
