Renesas Electronics Announces Change in Controlling Shareholder Other Than Parent Company

TOKYO--(BUSINESS WIRE)--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.