Markets
U.S. open in 62 hrs, 52 mins
BUSINESS NEWS
- Market News
- Earnings
- Recalls
- Recession Watch
- Tech News
- Financial Crisis
- Madoff Scandal
- BloggingStocks
- Luxist
- Money Videos
INVESTING
- Stock Quotes
- Stock Charts
- Stock Ticker
- Currencies
- Portfolio
- Stock Screener
- Broker Center
- Mutual Fund Center
- ETF Center
- Money
- 24/7 Wall St.
- Financial Glossary
PERSONAL FINANCE AT WALLETPOP
- Bargains
- Banking
- Budget
- Calculators
- College Finance
- Community
- Credit
- Deals
- Debt
- Economizer
- Food
- Home
- Fraud
- Insurance
- Interest Rates
- Loans
- Mortgages
- Real Estate
- Recalls
- Recession
- Retirement
- Saving
- Simplification
- Specials
- Taxes
SMALL BUSINESS
Notice Concerning Capital Injection Changes for the NEC Electronics and Renesas Business Integration
Business Wire
NEC Electronics Corporation (NEC Electronics; TSE: 6723), Renesas
Technology Corp. (Renesas), NEC Corporation (NEC; TSE: 6701), Hitachi,
Ltd. (Hitachi; TSE: 6501 / NYSE: HIT), and Mitsubishi Electric
Corporation (Mitsubishi Electric; TSE: 6503) today announced changes
concerning the capital injection listed in its September 16, 2009 press
release entitled “NEC Electronics and Renesas Reach a Definitive
Agreement on Business Integration.”
1. Reason for the Changes
In accordance with the plan to integrate business operations at NEC
Electronics and Renesas (the “Business Integration”), the five companies
announced on September 16 that Renesas will issue shares of Renesas
common stock to Hitachi and Mitsubishi Electric, the sole shareholders
of Renesas, before the effective date of the Business Integration (the
“Pre-merger Capital Injection”). In addition, after the scheduled date
of the Business Integration, April 1, 2010, the new integrated company
after the Business Integration (the “Integrated Company”) will issue
shares of its common stock to NEC, Hitachi and Mitsubishi Electric (the
“Post-merger Capital Injection”).
The five companies also announced that the amount of the Pre-merger
Capital Injection could be reduced and the amount of the Post-merger
Capital Injection could be increased depending on the business result of
NEC Electronics for the first half of the fiscal year ending March 31,
2010.
Today’s changes were made due to NEC Electronics’ financial results,
which were settled today, November 9, 2009. The changes in Post-merger
Capital Injection were resolved at NEC Electronics’ meeting of the Board
of Directors held earlier today.
2. Outline of the Changes
The changes are underlined.
2.1 Outline of reinforcement of capital
As a condition to the Business Integration, Renesas will issue shares of
Renesas common stock to Hitachi and Mitsubishi Electric, the sole
shareholders of Renesas, in exchange for an aggregate of
71.7
billion yen before the effective date of the Business Integration
(including
shares issued on September 29, 2009 in exchange for an aggregate of 55.0
billion yen). In addition, on the effective date of the Business
Integration (scheduled to be April 1, 2010), the Integrated Company will
issue shares of its common stock to NEC, Hitachi and Mitsubishi Electric
in exchange for an aggregate of approximately
134.6
billion yen.
2.2 Outline of the third-party allotment of new shares after Business
Integration
2.2.1 Outline of Post-merger Capital Injection
| (1) | Issuer | Renesas Electronics Corporation (Tentative name) | ||
| (2) | Date of issuance | April 1, 2010 (Note 1) | ||
| (3) | Number of new shares to be issued |
146,782,990 of common shares
|
||
|
(4)
|
Issue price | 917 yen | ||
| (5) | Total proceeds |
134,600,001,830 yen
|
||
| (6) | Purchaser |
Third-party allotment (Note 2)
(NEC:
61,395,857 shares,
Hitachi: 46,962,923 shares, Mitsubishi Electric: 38,424,210 shares) |
||
| (7) | Others | None | ||
|
Note 1: The new shares will be issued at the same date as the
effective date of the Business Integration. The schedule is
subject to change based upon the effective date of the Business
Integration.
|
||||
|
Note 2: In accordance with Art. 124 §4 of the Corporation Law, on
the day of the ordinary shareholders meeting of the Integrated
Company which is scheduled to be held in June 2010, NEC, Hitachi
and Mitsubishi Electric will acquire voting rights of the new
Integrated Company.
|
||||
2.2.2 Major stockholders and ownership ratio of Renesas Electronics
Corporation after the execution of the Business Integration and the
third-party allotment
| NEC Corporation |
33.97%
|
||||
| Hitachi, Ltd. |
30.62%
|
||||
| Mitsubishi Electric Corporation |
25.05%
|
||||
| Japan Trustee Services Bank, Ltd. (Note) |
1.49%
|
||||
| (Trust Account from The Sumitomo Trust and Banking Co., Ltd. for retirement benefit Trust Account of NEC Corporation) | |||||
Note:
1.49% of shares which are
owned by Japan Trustee Services Bank, Ltd. (Re-trust of The Sumitomo
Trust and Banking Co., Ltd./NEC Corporation pension and severance
payments Trust Account) were shares that were contributed by NEC as
severance indemnities trusts. The voting rights of such shares will be
exercised at the instruction of NEC.
About NEC Electronics
NEC Electronics Corporation (TSE: 6723) specializes in semiconductor
products encompassing advanced technology solutions for the high-end
computing and broadband networking markets, system solutions for the
mobile handset, PC peripheral, automotive and digital consumer markets,
and multi-market solutions for a wide range of customer applications.
NEC Electronics Corporation has subsidiaries worldwide including
NEC
Electronics America, Inc. and
NEC
Electronics (Europe) GmbH. For additional information about NEC
Electronics worldwide, visit
www.necel.com.
About Renesas Technology Corp.
Renesas Technology Corp. is the world's No.1 supplier of
microcontrollers and one of the world's leading semiconductor system
solutions providers for mobile, automotive and PC/AV (Audio Visual)
markets. It is also a leading provider of Power MOSFETs, Smart Card
microcontrollers, RF-ICs, High Power Amplifiers, Mixed Signal ICs,
System-on-Chip (SoC), System-in-Package (SiP) and more. Established in
2003 as a joint venture between Hitachi, Ltd. (TSE:6501, NYSE:HIT) and
Mitsubishi Electric Corporation (TSE:6503), Renesas Technology achieved
consolidated revenue of 702.7 billion JPY in FY2008 (end of March 2009).
Renesas Technology is based in Tokyo, Japan and has a global network of
manufacturing, design and sales operations in 16 countries with 25,000
employees worldwide. For further information, please visit
http://www.renesas.com.
About NEC Corporation
NEC Corporation is one of the world's leading providers of broadband
network and enterprise business solutions dedicated to meeting the
specialized needs of a diversified global base of customers. NEC
delivers tailored solutions in the key fields of computer, networking
and electron devices, by integrating its technical strengths in IT and
Networks, and by providing advanced semiconductor solutions through NEC
Electronics Corporation. The NEC Group employs more than 140,000 people
worldwide. For additional information, please visit the NEC website at:
http://www.nec.com.
About Hitachi
Hitachi, Ltd., (NYSE: HIT / TSE: 6501), headquartered in Tokyo, Japan,
is a leading global electronics company with approximately 400,000
employees worldwide. Fiscal 2008 (ended March 31, 2009) consolidated
revenues totaled 10,000 billion yen ($102.0 billion). The company offers
a wide range of systems, products and services in market sectors
including information systems, electronic devices, power and industrial
systems, consumer products, materials, logistics and financial services.
For more information on Hitachi, please visit the company's website at
http://www.hitachi.com.
About Mitsubishi Electric
With over 80 years of experience in providing reliable, high-quality
products to both corporate clients and general consumers all over the
world, Mitsubishi Electric Corporation (TOKYO: 6503) is a recognized
world leader in the manufacture, marketing and sales of electrical and
electronic equipment used in information processing and communications,
space development and satellite communications, consumer electronics,
industrial technology, energy, transportation and building equipment.
The company recorded consolidated group sales of 3,665.1 billion yen
(US$ 37.4 billion*) in the fiscal year ended March 31, 2009. For more
information visit
http://global.mitsubishielectric.com.
*At an exchange rate of 98 yen to the US dollar, the rate given by the
Tokyo Foreign Exchange Market on March 31, 2009.
Copyright Business Wire 2009
2009-11-09 02:35:00
COMMENTS ( 0 )