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Renesas Electronics Corporation has announced a share acquisition plan following its Board of Directors' meeting on February 9, 2023. This Tender Offer aims to enhance shareholder value and corporate performance by purchasing up to 40,453,174 shares at 1,236 yen each, totaling approximately 50 billion yen. The company’s objective is to improve key financial metrics, with expected increases in earnings per share (EPS) from 137.67 yen to 140.72 yen and return on equity (ROE) from 16.7% to 17.3%. This initiative follows a previous successful share repurchase in 2022 and reflects ongoing communications with its largest shareholder, INCJ.
Positive
Expected EPS growth from 137.67 yen to 140.72 yen post-acquisition.
Dependent on INCJ's willingness to sell shares, which could impact acquisition success.
If tendered shares exceed purchase limit, some shares may not be acquired, leading to potential shareholder dissatisfaction.
TOKYO--(BUSINESS WIRE)--
Renesas Electronics Corporation (“Renesas”, TSE:6723), a premier supplier of advanced semiconductor solutions, today announced that it has resolved at the Meeting of Board of Directors dated February 9, 2023, to authorize an acquisition of its own shares pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act (Act No. 86 of 2005; as amended, the “Companies Act”), as applied by replacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act and the provisions of its Articles of Incorporation and conduct a tender offer to acquire its own shares (the “Tender Offer”) as the specific acquisition method.
1. Purposes of Tender Offer
With an aim to increase shareholder profit by improving corporate value, Renesas diverts its retained earnings for strategic investment opportunities that will enable Renesas to respond to rapid environmental changes and thrive in the global marketplace, by realizing a durable financial structure while enhancing the ability to generate cash flow. On the other hand, as part of its management resource and capital allocation policy, Renesas considers shareholder return as one of its key measures, alongside strategic investments. With respect to the acquisition of its own shares, Renesas regards it as a useful method of returning profits to shareholders, because it will contribute to improving its earnings per share (EPS: 137.67 yen for the fiscal year ended December 31, 2022, Note 1) and capital efficiency, such as return on equity (ROE: 16.7% for the fiscal year ended December 31, 2022, Note 2), and will allow for responding flexibly to changes in the business environment as Renesas provides in its Articles of Incorporation that it may acquire its own shares by a resolution of the Meeting of the Board of Directors in accordance with the provisions of Article 165, Paragraph 2 of the Companies Act.
(Note 1)
Earnings per share (EPS) = Profit attributable to owners of parent ÷ Average number of shares issued and outstanding.
(Note 2)
Return on equity (ROE) = Profit attributable to owners of parent ÷ Equity attributable to owners of parent.
Under this policy, as announced in a press release titled “Renesas Announces Acquisition of and Tender Offer for Own Shares” dated April 27, 2022, Renesas acquired its common stock through a tender offer (the “2022 Tender Offer”) for the purpose of returning profits to its shareholders, with the tender offer period being from April 28, 2022 to May 31, 2022 pursuant to the resolution of the Meeting of the Board of Directors as of April 27, 2022. The 2022 Tender Offer was conducted for the purpose of purchasing a portion of Renesas’ common stock owned by INCJ, Ltd. (“INCJ”), the largest shareholder of Renesas, at a price discounted from the market price, which entailed applying a total of approximately 200 billion yen of its cash on hand. The purchase price was set at 1,190 yen by applying a discount rate of 12.5% to the closing price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange on April 26, 2022, the business day immediately prior to the announcement date of the 2022 Tender Offer. Renesas acquired a total of 168,067,250 shares of its common stock through the 2022 Tender Offer for a total of 200,000,027,500 yen (of which 168,016,000 shares (199,939,040,000 yen) were acquired from INCJ). Except for the acquisition of Renesas’ own shares through the 2022 Tender Offer, Renesas has not paid dividends or acquired its own shares since it started operations on April 1, 2010.
INCJ, the largest shareholder of Renesas as of today, is a company incorporated through an incorporation-type company split conducted by (the then) Innovation Network Corporation of Japan (the “Former INCJ”) on September 21, 2018. By subscribing for a portion (1,152,917,000 shares) of 1,250,000,000 shares of common stock issued by Renesas through a third-party allotment on September 30, 2013, the Former INCJ became the largest shareholder, its ownership ratio of the total number of issued shares of Renesas being 69.16% (the ratio of 1,152,917,000 shares owned by the Former INCJ after such issuance of new shares to 1,667,124,490 shares, the total number of issued shares of Renesas; rounded to the second decimal place) (as described above, the Former INCJ conducted a corporate split on September 21, 2018 and transferred all of the shares of Renesas’ common stock held at that time to INCJ as a company incorporated through an incorporation-type company split). INCJ is an organization that will cease its activities by the end of March 2025 in accordance with the Act on Strengthening Industrial Competitiveness (Act No. 98 of 2013, as amended). Therefore, since the investment in Renesas in September 2013, Renesas and the Former INCJ and INCJ have, based on the premise that all of Renesas’ common stock subscribed for in such investment will need to be sold in the future, continuously discussed the possibility of divestments of such common stock, not limited to a certain method or time of divestments. In fact, from June 2017 until June 2022, the Former INCJ and INCJ sold a certain number of their shares of Renesas’ common stock in stages through secondary offerings or other means, such as by tendering in the 2022 Tender Offer (Note 3). As of today, INCJ still owns 223,531,575 shares of Renesas’ common stock (ownership ratio (Note 4): 12.44%) as the largest major shareholder of Renesas.
(Note 3)
Former INCJ and INCJ submitted the amendments to the large shareholding report in connection with each sale stated above.
By
Filing date
Number of shares held
Holding ratio (%)
Method of sale
Former INCJ
June 19, 2017
1,152,917,000
69.15
-
Former INCJ
June 27, 2017
835,228,200
50.10
Secondary offering
Former INCJ
March 16, 2018
760,201,775
45.60
Off-market transaction
Former INCJ
May 8, 2018
556,842,175
33.40
Secondary offering
INCJ
June 16, 2021
393,306,275
22.65
Secondary offering
INCJ
July 2, 2021
391,547,575
20.30
Secondary offering
INCJ
June 29, 2022
223,531,575
11.49
Tendering in a tender offer
(Note 4)
The term "ownership ratio" (rounded to the second decimal place; the same shall apply hereinafter in the calculation of any ownership ratio) refers to the ratio of the number of the shares held by a shareholder to 1,796,965,856 shares, which is calculated by deducting the 161,488,167 shares of treasury stock held by Renesas as of December 31, 2022 from 1,958,454,023 shares, which is the total number of the issued shares of common stock as of December 31, 2022, as described in the “Consolidated Financial Results for the Year Ended December 31, 2022 (IFRS)” (the “Earnings Report”) announced on February 9, 2023.
After the implementation of the 2022 Tender Offer, Renesas continued to considermeasures to return profits to shareholders. In the third quarter ended September 30, 2022, the revenue significantly increased due to a sales increase effect from the consolidation of Dialog Semiconductor Plc acquired on August 31, 2021, and yen depreciation, in addition to an increase in revenue in the Automotive Business supported by continued growth in semiconductor contents per vehicle as well as an increase in revenue in the Industrial/Infrastructure/IoT Business from demand expansion in the infrastructure market such as datacenters. Due to such revenue increase and other factors, the profit for the quarter increased substantially, resulting in 304,905 million yen of free cash flows (i.e., the total net cash flows provided by (used in) operating and investing activities) in the nine months ended September 30, 2022. As a result, the net interest-bearing debt/EBITDA ratio (Note 5) (non-GAAP basis, Note 6), which was 1.6 times as of December 31, 2021, decreased to 0.8 times as of September 30, 2022, confirming that Renesas’ financial figures further improved from the level prior to the implementation of the 2022 Tender Offer. Furthermore, Renesas confirmed that cash and cash equivalents also recovered to a level exceeding those prior to the implementation of the 2022 Tender Offer, as they were 221,924 million yen as of December 31, 2021, and increased to 310,116 million yen as of September 30, 2022.
(Note 5)
Net interest-bearing debt/EBITDA ratio = (Interest-bearing debt - Cash and cash equivalents) divided by EBITDA (non-GAAP basis)
EBITDA (non-GAAP basis) = Operating income + Depreciation and amortization
(Note 6)
Non-GAAP figures are calculated by removing or adjusting non-recurring items and other adjustments from GAAP (IFRS (International Financial Reporting Standards) based) figures following a certain set of rules. Renesas believes non-GAAP measures provide useful information in understanding and evaluating its constant business results, and therefore results are provided in non-GAAP basis.
Based on the improvement in net interest-bearing debt/EBITDA ratio and the increase in cash and cash equivalents stated above, Renesas concluded, in the middle of December 2022, that Renesas’ financial structure was robust enough to conduct an additional measure, following the 2022 Tender Offer, for returning profits to shareholders and decided to specifically consider whether or not, when, how and the extent to which it would implement the further acquisition of its own shares for the purpose of returning profits to shareholders and improving capital efficiency. On the other hand, as stated above, INCJ needs to divest all of its shares of Renesas’ common stock in the future and therefore, after the implementation of the 2022 Tender Offer, Renesas continued to discuss with INCJ the method, timing, etc. of divestments of the shares of Renesas' common stock owned by INCJ and was aware that INCJ had the intention to further divest its shares of Renesas' common stock. Accordingly, when Renesas specifically considered acquiring its own shares as stated above, Renesas understood that it may be able to realize the acquisition of its own shares in the same manner as the acquisition of its own shares through the 2022 Tender Offer, which was conducted with the intentionto purchase the shares of Renesas’ common stock owned by INCJ. Based on the said understanding, Renesas thought that it would be reasonable to efficiently hold discussions with INCJ regarding the method of, and the terms and conditions of, the further acquisition of its own shares based upon the discussions held with INCJ for the 2022 Tender Offer and basically follow the framework under the 2022 Tender Offer, which was the most recent acquisition of its own shares. On the other hand, Renesas thought that it would be difficult to find any proactive reason to instead adopt an acquisition method and purchase terms and conditions that differ from those adopted for the 2022 Tender Offer. Based on such thoughts and in light of the following points, Renesas believed that purchasinga part of the shares of Renesas’ common stock owned by INCJ at a price discounted from the market price through a tender offer would be the reasonable option for Renesas and its shareholders in order to return profits to shareholders.
By providing shareholders other than INCJ with an opportunity to determine whether or not to tender their shares based on market-price trends after a certain amount of time for consideration, a tender offer would not give rise to the issue of equality among shareholders.
By acquiring its own shares in accordance with the statutory procedures for tender offers, a tender offer would also ensure the transparency of the transaction.
If Renesas acquires its own shares through a tender offer, the purchase price per share in the Tender Offer (the "Tender Offer Price") may be determined at a certain discount from the market price. Moreover, if INCJ agrees that Renesas will purchase the shares at the Tender Offer Price, which is discounted from the market price, shareholders other than INCJ will be less likely to tender the shares. This increases the likelihood that Renesas will be able to acquire the intended number of shares of Renesas’ common stock from INCJ.
If INCJ agrees that Renesas will purchase the shares at the Tender Offer Price, which is discounted from the market price, Renesas will be able to curb the amount of funds required to acquire its own shares rather than acquiring its own shares at the market price. In addition, greater improvements in its capital efficiency, such as earnings per share (EPS) and return on equity (ROE), can be expected.
Although acquisition of its own shares through market purchases or ToSTNeT-3 ensures equality among shareholders, the system requires the purchase price to be the market price; purchases cannot be made at a discount from the market price. Therefore, Renesas believes that such methods cannot be the preferred method over a tender offer.
However, Renesas thought that it should confirm whether or not INCJ would accept such acquisition of its own shares and determine the size of such acquisition based on INCJ's intentions. Accordingly, on January 6, 2023, Renesas inquired of INCJ whether or not it had a specific intention to divest any portion of its shares of Renesas’ common stock to Renesas in response to the acquisition of its own shares to be conducted by Renesas, and received the response that INCJ had such intention. Renesas also informed INCJ that it desired to acquire shares at a discount from the market price through a tender offer, as was the case with the 2022 Tender Offer. As a result, on the same day, INCJ answered that it will specifically consider whether to accept the proposal by Renesas and the terms desired by INCJ. Therefore, Renesas began discussions with INCJ on the Tender Offer Price and other terms of the Tender Offer.
During the period from the middle of December 2022 to January 6, 2023, when Renesas inquired of INCJ whether or not it had the specific intention to divest any portion of its shares of Renesas’ common stock, Renesas considered in advance the method for calculating the Tender Offer Price. As a result, Renesas believed that, with respect to the Tender Offer Price, priority should be given to the market price of the shares of its common stock, because Renesas’ common stock is listed on a financial instruments exchange and the basis for calculating the Tender Offer Price should be clear and objective. In addition, taking into account the fact that the share price of Renesas’ common stock showed certain volatility, Renesas believes that a certain discount rate should be set in order to reduce the possibility of the occurrence of a situation in which Renesas’ goal of acquiring its common stock from INCJ is not achieved, in part, as a result of shareholders other than INCJ tendering shares in the Tender Offer in response to the market price of the shares of Renesas’ common stock falling below the Tender Offer Price due to a fluctuation in the market price during the period of the Tender Offer (the "Tender Offer Period"). Regarding the specific level of the discount rate, Renesas considers that it is reasonable to set the rate after taking into account the results of discussions and the contents of the agreement with INCJ made in the preparatory stage of the 2022 Tender Offer that was implemented recently with a similar goal of acquiring Renesas’ common stock from INCJ. During the discussions held with INCJ in the preparatory stage of the 2022 Tender Offer, based on the view that the discount rate should be set at a level that would ensure the achievement of Renesas’ goal of acquiring its common stock from INCJ on the premise that the share price of Renesas’ common stock showed certain volatility, Renesas and INCJ agreed to set the discount rate at 12.5%, as a reasonable rate, from the perspective of further ensuring the acquisition of Renesas’ common stock from INCJ, because such rate fell within the range of discount rates (rounded to the nearest whole number) (4% to 16%) identified by referring to the examples of other companies’ cases at that time (39 cases) (Note 7) and was an adequate discount rate as compared to other companies’ cases.
(Note 7)
Of the 50 cases of the tender offer of a company’s own shares that were resolved during the period from January 2019 to March 2022, Renesas referred to 39 cases (1 case with a 16% discount rate, 2 cases with a 14% discount rate, 2 cases with an 11% discount rate, 22 cases with a 10% discount rate, 3 cases with a 9% discount rate, 2 cases with an 8% discount rate, 1 case with a 7% discount rate, 2 cases with a 6% discount rate, 3 cases with a 5% discount rate and 1 case with a 4% discount rate), which exclude the cases where a premium was set or the purchase price was determined using a share value calculation report (a total of 11 cases).
Taking into account the results of discussions and the contents of the agreement made at the time of the 2022 Tender Offer, Renesas considers that if it is confirmed that regarding other companies’ recent cases of tender offers made on their own shares, there is no great difference from the trend of the discount rates of the aforementioned other companies’ cases (39 cases) that Renesas referred to at the time of the 2022 Tender Offer, setting the discount rate of the Tender Offer, which is to be implemented with a similar goal as the 2022 Tender Offer, at 12.5% is reasonable. Based on such consideration, Renesas identified, as examples of other companies’ more recent cases of tender offers made on their own shares, the discount rates (rounded to the nearest whole number) of other companies’ cases (47 cases) (Note 8), which were resolved during the period from January 2019 to November 2022. As a result, Renesas has confirmed that (i) the discount rates adopted in such cases fall within the range of 4% to 16% and there is no great difference from the trend of the discount rates of the aforementioned other companies’ cases (39 cases) that Renesas referred to at the time of the 2022 Tender Offer; and (ii) the discount rate of 12.5% falls within the range of the discount rates (4% to 16%) of such other companies’ recent cases (47 cases) and is still reasonable. Accordingly, on January 6, 2023, Renesas informed INCJ of its intention to purchase its own shares, and also notified INCJ that it would like to set the discount rate at 12.5%, which was the same level as that of the 2022 Tender Offer. Then, on January 31, 2023, Renesas received a reply from INCJ that it would accept the aforementioned discount rate.
With respect to the abovementioned volatility of the share price of its common stock, which was taken into account when setting the discount rate proposed to INCJ, Renesas confirmed that the share price of Renesas’ common stock showed certain volatility as the minimum share price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange for the six-month period from June 23, 2022 to December 23, 2022 was 1,164 yen and the maximum share price was 1,428.5 yen.
(Note 8)
Of the 63 cases of the tender offer of a company’s own shares that were resolved during the period from January 2019 to November 2022, Renesas decided to refer to 47 cases where the tender offer price was calculated based on the market stock price (1 case with a 16% discount rate, 1 case with a 15% discount rate, 2 cases with a 14% discount rate, 1 case with a 13% discount rate, 3 cases with an 11% discount rate, 27 cases with a 10% discount rate, 3 cases with a 9% discount rate, 2 cases with an 8% discount rate, 1 case with a 7% discount rate, 2 cases with a 6% discount rate, 3 cases with a 5% discount rate and 1 case with a 4% discount rate), which exclude the cases where a premium was set or the purchase price was determined using a share value calculation report (a total of 14 cases).
In addition, on January 11, 2023, Renesas also discussed with INCJ the method of setting the market price of Renesas’ common stock, which is the basis for calculating the Tender Offer Price. During such discussion, Renesas informed INCJ that because Renesas had not found any special factors with respect to Renesas such as temporary fluctuations in the stock price that should be eliminated when calculating the Tender Offer Price based on the average stock price of a certain period of time, and there was no necessity to use the average stock price of a certain period of time, Renesas considered that the market stock price on the business day immediately prior to the date of the resolution of the Meeting of the Board of Directors regarding the tender offer would appropriately reflect Renesas’ corporate value, and therefore, it was reasonable to use such market stock price as the basis to calculate the Tender Offer Price. After Renesas so informed to INCJ, on the same day, Renesas confirmed that INCJ had the same understanding. Accordingly, Renesas decided to calculate the Tender Offer Price based on the closing price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange on the business day immediately prior to the date of the resolution of the Meeting of the Board of Directors regarding the Tender Offer.
With respect to the amount of acquisition of its own shares, on January 6, 2023, when Renesas confirmed that INCJ had the specific intention to divest a portion of INCJ’s shares of Renesas’ common stock to Renesas in response to the acquisition of Renesas’ own shares to be conducted by Renesas, Renesas conveyed to INCJ that it would like to confirm the amount of acquisition desired by INCJ. In response to this, on January 18, 2023, INCJ informed Renesas of its intention to tender, in the Tender Offer, 50,000,000 shares of Renesas’ common stock (ownership ratio: 2.78%; the “Initial INCJ Tendering Shares”), which are a part of the shares of Renesas’ common stock held by INCJ (223,531,575 shares). Because Renesas had contemplated that it would set the total amount of acquisition of its own shares at an amount that would enable Renesas to secure sufficient funds in order to operate its business and maintain its financial health and security after acquiring its own shares, Renesas was of the opinion that it should consider whether or not to accede to the intention of INCJ in line with the Tender Offer Price. However, assuming that, based on the number of the Initial INCJ Tendering Shares (50,000,000 shares), the purchase price would be 1,131 yen (rounded up to the nearest yen) by applying a discount rate of 12.5% to the closing price of Renesas’ common stock (1,292 yen) on the Prime Market of the Tokyo Stock Exchange on January 18, 2023, on which INCJ informed its intention as described above, the total acquisition price would be around 56.5 billion yen. Given such amount of acquisition, Renesas considered that it would be able to secure sufficient funds in order to operate its business because it was expected that Renesas’ liquidity (cash and deposits) after acquiring its own shares, on a consolidated basis, would be approximately 279.6 billion yen (including its working capital). While Renesas thought that it will determine the definitive amount of acquisition of its own shares after confirming the actual level of the Tender Offer Price to be determined once the closing price of Renesas' common stock on the immediately preceding business day prior to the date of the resolution of the Meeting of Board of Directors determining to conduct the Tender Offer becomes available, on the same day, Renesas gave INCJ a reply stating that Renesas would have no objection to proceeding with discussions aimed at setting the amount of acquisition of its own shares at a level assuming INSJ’s tendering of the Initial INCJ Tendering Shares, although it would depend on the actual Tender Offer Price and the total acquisition price after taking into account such Tender Offer Price. Furthermore, Renesas also considered the maximum number of shares to be purchased in response to INCJ’s intention to tender the Initial INCJ Tendering Shares. In light of the fact that the intent of the Tender Offer is to purchase all of the Initial INCJ Tendering Shares (50,000,000 shares) from INCJ, Renesas believed that it would be reasonable to set the maximum number of shares to be purchased at a level slightly above the Initial INCJ Tendering Shares in order to leave room to purchase all of the Initial INCJ Tendering Shares (50,000,000 shares), even if shareholders other than INCJ tender their shares in the Tender Offer. At the time of the above reply to INCJ, Renesas did not determine the specific level of the maximum number of shares to be purchased in excess of the Initial INCJ Tendering Shares, and planned to decide such level to the extent it can maintain its future business operations, financial health and security in light of the specific total amount of share acquisition at the time the Tender Offer Price is finalized. Renesas explained to INCJ to that effect and obtained INCJ’s approval therefor.
Upon an agreement that Renesas reached with INCJ regarding the Tender Offer Price and the outline of other conditions of the Tender Offer as of January 31, 2023 after the aforementioned discussions with INCJ, on February 8, 2023, the business day immediately prior to the date of the resolution of the Meeting of Board of Directors determining the implementation of the Tender Offer (February 9, 2023), Renesas determined that it is able to make the resolution of the Meeting of Board of Directors and a public announcement regarding the Tender Offer on February 9, 2023, the date of announcement of the financial results for the fiscal year ended December 31, 2022; and therefore, Renesas determined to set the purchase price at 1,236 yen (rounded up to the nearest yen) by applying a discount rate of 12.5% to 1,412 yen, the closing price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange on February 8, 2023. Furthermore, Renesas conducted an examination on the specific amount of the acquisition of its own shares, by taking into consideration the Tender Offer Price that was ultimately determined, and determined to set the amount of the currently planned acquisition of its own shares at around 50 billion yen by comprehensively taking into consideration the fact that the level of Renesas’ stock price increased compared to the level as of January 18, 2023, on which INCJ gave notice of its intention to tender the Initial INCJ Tendering Shares, and as a result, the Tender Offer Price was ultimately set at a level higher than the purchase price (1,131 yen) assumed at that time. On the other hand, based on the assumption of the Tender Offer Price ultimately determined (1,236 yen) and the amount of the acquisition of its own shares at around 50 billion yen, the maximum number of shares to be purchased in the Tender Offer would be at a level below the Initial INCJ Tendering Shares (50,000,000 shares); therefore, it became necessary to have discussions with INCJ again on the number of Renesas’ common stock to be tendered by INCJ. Accordingly, on the same day, Renesas informed INCJ, together with the details of the examination above, of its intention to conduct the Tender Offer at the above purchase price (1,236 yen) and the amount of the acquisition of its own shares (around 50 billion yen), and further enquired whether INCJ would tender the shares if the Tender Offer was made under such conditions and the number of shares to be tendered by INCJ if INCJ were to tender the shares. On the same day, INCJ gave notice of its intention to accept the result of the examination above and stated that if the Tender Offer were conducted under the above conditions, INCJ would tender 40,000,000 shares of Renesas’ common stock owned by INCJ (ownership ratio: 2.23%; the “INCJ Tendering Shares”). In response to this, on the same day, Renesas informed INCJ of its intention to accept that the number of shares of Renesas’ common stock that INCJ will tender is set at 40,000,000 shares, after Renesas considered that such number of shares was at an acceptable level based on the fact that, based on the Tender Offer Price (1,236 yen) and the INCJ Tendering Shares (40,000,000 shares), the amount of Renesas’ common stock to be purchased from INCJ will be 49,440,000,000 yen, and such amount is at a level slightly below the intended amount of the acquisition of its own shares, which Renesas considered to be around 50 billion yen, and would provide room to purchase shares from tendering shareholders other than INCJ if they tendered their shares. In addition, it has been determined that the number of shares to be purchased in the Tender Offer will be 40,453,074 shares (total amount of acquisition: 49,999,999,464 yen) for a total acquisition value of around 50 billion yen, assuming the Tender Offer Price is 1,236 yen per share.
Following the foregoing review and decision, at the Meeting of Board of Directors dated February 9, 2023, Renesas resolved to authorize the acquisition of its own shares pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, as applied by replacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act and the provisions of its Articles of Incorporation and conduct the Tender Offer as the specific acquisition method. If all of the shares to be purchased under the Tender Offer (40,453,074 shares) is purchased at the Tender Offer Price (1,236 yen), Renesas’ earnings per share (EPS; 137.67 yen for the fiscal year ended December 31, 2022) and return on equity (ROE; 16.7% for the fiscal year ended December 31, 2022) are expected to increase to 140.72 yen and 17.3%, respectively (Note 9).
(Note 9)
EPS is calculated by using the number of shares obtained by deducting (i) the number of shares to be purchased under the Tender Offer from (ii) the average number of shares issued and outstanding for the fiscal year ended December 31, 2022, as “Average number of shares issued and outstanding.”
ROE is calculated based on the assumption that the aggregate purchase price for the number of shares to be purchased under the Tender Offer was paid on December 31, 2022.
In addition, on February 9, 2023, Renesas entered into a tender agreement with INCJ (the “Tender Agreement”) in which INCJ agreed to tender all of the INCJ Tendering Shares (40,000,000 shares; ownership ratio: 2.23%) in the Tender Offer. Under the Tender Agreement, INCJ shall not enter into any contract or other agreement with any third party other than Renesas that conflicts with (i) the divesting of all or any part of the INCJ Tendering Shares through the Tender Offer, or (ii) the Tender Offer, or makes the foregoing difficult, nor shall INCJ, directly or indirectly, make an offer for such agreement, induce, accept, discuss, negotiate, solicit such offer or otherwise provide any information (including, without limitation, information relating to Renesas Group) with respect to the offer to any third party other than Renesas; provided, however, that in the event that a tender offer for share certificates, etc. issued by Renesas is commenced by the end of the Tender Offer Period by a third party other than Renesas (the "Competitive Tender Offer"), and if, with respect to all or part of the INCJ Tendering Shares, INCJ’s non-tendering of shares in the Competitive Tender Offer and non-termination of the contracts relating to the Tender Offer constitutes, or is objectively and reasonably determined to constitute, a breach of the duty of due care of a good manager as a director of INCJ, INCJ shall be entitled to terminate the contracts relating to the Tender Offer and tender all or part of the INCJ Tendering Shares in the Competitive Tender Offer on the condition that INCJ pays a penalty to Renesas. Further, there are no preconditions for the tender by INCJ in the Tender Agreement. As of today, INCJ is the largest shareholder among other major shareholders of Renesas, and even if 40,000,000 shares of the INCJ Tendering Shares (ownership ratio: 2.23%) are tendered in the Tender Offer pursuant to the Tender Agreement and Renesas purchases all such INCJ Tendering Shares, the largest shareholder among other major shareholders is not expected to change.
However, if the total number of share certificates, etc. tendered for sale through the Tender Offer (the “Tendered Shares”) exceeds the number of shares to be purchased, the shares will be purchased by the pro rata allocation method provided for in provisions of Article 27-13, Paragraph 5 of the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended; the “Act”) as applied mutatis mutandis pursuant to provisions of Article 27-22-(2), Paragraph 2 of the Act, and provisions of Article 21 of the Cabinet Office Order on Disclosure Required for Tender Offer for Listed Share Certificates by Issuers (Ministry of Finance Order No. 95 of 1994, as amended; the “Cabinet Office Order”). Therefore, if the total number of the Tendered Shares exceeds the number of shares to be purchased and the purchase will be made on a pro rata basis, some of the shares of Renesas’ common stock intended to be tendered by INCJ (40,000,000 shares) may not be purchased. Renesas has received a reply from INCJ stating that INCJ will consider divesting Renesas’ common stock not purchased by Renesas in such case, together with other Renesas’ common stock owned by INCJ at some time in the future after the completion of the Tender Offer.
Renesas plans to apply its cash on hand to the entire amount necessary for the Tender Offer (approximately 50 billion yen). Renesas’ liquidity (cash and deposits) as of December 31, 2022, on a consolidated basis, as set forth in the Earnings Report, was approximately 336.1 billion yen (liquidity ratio (Note 10): 2.7 months). Accordingly, even after the allocation of its cash on hand to the purchase of shares, Renesas will have a liquidity of approximately 286.1 billion yen (including its working capital) (liquidity ratio: 2.3 months). Therefore, Renesas believes that it is capable of securing sufficient funds in order to operate its business and maintaining its financial health and security.
(Note 10)
Liquidity ratio (rounded to the first decimal place) is calculated by dividing Renesas’ consolidated liquidity (cash and deposits) by the monthly sales (consolidated revenue for a full year divided by 12 months) calculated based on the Earnings Report.
Renesas has not decided on the policy of disposing of its own shares acquired through the Tender Offer as of today.
2. Resolution of the Meeting of the Board of Directors on the Acquisition of Own Shares
(1)
Details of the resolution
Class of share certificates, etc.
Total number of shares
Total acquisition price
Common stock
40,453,174 shares (maximum)
50,000,123,064 yen (maximum)
(Note 1)
Total number of issued shares (as of February 9, 2023): 1,958,454,023 shares; the number does not include the number of shares increased upon the exercise of the stock acquisition rights from February 1, 2023 to today.)
(Note 2)
Ratio of the total number of issued shares (1,958,454,023 shares): 2.07% (rounded to the second decimal place)
(Note 3)
Period of acquisition: From Friday, February 10, 2023 to Friday, April 28, 2023
(Note 4)
The total number of shares to be purchased pursuant to the resolution of the Meeting of the Board of Directors is calculated by adding the number of shares corresponding to one minimum trading unit (100 shares) to the number of shares to be purchased, because the number of tendered shares may exceed the number of shares to be purchased and the actual number of shares purchased may exceed the number of shares to be purchased as a result of unit adjustment on a pro rata basis.
(2)
Listed share certificates, etc. relating to the treasury stock already acquired based on the aforementioned resolution: Not applicable.
3. Outline of Tender Offer
(1)
Schedule
(i) Date of resolution of Meeting of Board of Directors
Thursday, February 9, 2023
(ii) Date of public notice of commencement of tender offer
Friday, February 10, 2023
Public notice will be made electronically via the Internet, and a notice to that effect will be published in The Nikkei.
(iii) Filing date of tender offer registration statement
Friday, February 10, 2023
(iv) Period of Tender Offer
From Friday, February 10, 2023 to Friday, March 10, 2023 (20 business days)
(2)
Price of purchase
1,236 yen per share of common stock
(3)
Basis for the calculation of the tender offer price
(A)
Basis of calculation
During the period from the middle of December 2022 to January 6, 2023, when Renesas inquired of INCJ whether or not it had the specific intention to divest any portion of its shares of Renesas’ common stock, Renesas considered in advance the method for calculating the Tender Offer Price. As a result, Renesas believed that, with respect to the Tender Offer Price, priority should be given to the market price of the shares of its common stock, because Renesas’ common stock is listed on a financial instruments exchange and the basis for calculating the Tender Offer Price should be clear and objective. In addition, taking into account the fact that the share price of Renesas’ common stock showed certain volatility, Renesas believes that a certain discount rate should be set in order to reduce the possibility of the occurrence of a situation in which Renesas’ goal of acquiring its common stock from INCJ is not achieved, in part, as a result of shareholders other than INCJ tendering shares in the Tender Offer in response to the market price of the shares of Renesas’ common stock falling below the Tender Offer Price due to a fluctuation in the market price during the Tender Offer Period. Regarding the specific level of the discount rate, Renesas considers that it is reasonable to set the rate after taking into account the results of discussions and the contents of the agreement with INCJ made in the preparatory stage of the 2022 Tender Offer that was implemented recently with a similar goal of acquiring Renesas’ common stock from INCJ. During the discussions held with INCJ in the preparatory stage of the 2022 Tender Offer, based on the view that the discount rate should be set at a level that would ensure the achievement of Renesas’ goal of acquiring its common stock from INCJ on the premise that the share price of Renesas’ common stock showed certain volatility, Renesas and INCJ agreed to set the discount rate at 12.5%, as a reasonable rate, from the perspective of further ensuring the acquisition of Renesas’ common stock from INCJ, because such rate fell within the range of discount rates (4% to 16%) identified by referring to the examples of other companies’ cases at that time (39 cases) as described in (Note 7) in “1. Purposes of Tender Offer” above and was an adequate discount rate as compared to other companies’ cases. Taking into account the results of discussions and the contents of the agreement made at the time of the 2022 Tender Offer, Renesas considers that if it is confirmed that regarding other companies’ recent cases of tender offers made on their own shares, there is no great difference from the trend of the discount rates of the aforementioned other companies’ cases (39 cases) that Renesas referred to at the time of the 2022 Tender Offer, setting the discount rate of the Tender Offer, which is to be implemented with a similar goal as the 2022 Tender Offer, at 12.5% is reasonable. Based on such consideration, Renesas identified, as examples of other companies’ more recent cases of tender offers made on their own shares, the discount rates of other companies’ cases described in (Note 8) in “1. Purposes of Tender Offer” above (47 cases), which were resolved during the period from January 2019 to November 2022. As a result, Renesas has confirmed that (i) the discount rates adopted in such cases fall within the range of 4% to 16% and there is no great difference from the trend of the discount rates of the aforementioned other companies’ cases (39 cases) that Renesas referred to at the time of the 2022 Tender Offer; and (ii) the discount rate of 12.5% falls within the range of the discount rates (4% to 16%) of such other companies’ recent cases (47 cases) and is still reasonable. Accordingly, on January 6, 2023, Renesas informed INCJ of its intention to purchase its own shares, and also notified INCJ that it would like to set the discount rate at 12.5%, which was the same level as that of the 2022 Tender Offer. Then, on January 31, 2023, Renesas received a reply from INCJ that it would accept the aforementioned discount rate. With respect to the abovementioned volatility of the share price of its common stock, which was taken into account when setting the discount rate proposed to INCJ, Renesas confirmed that the share price of Renesas’ common stock showed certain volatility as the minimum share price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange for the six-month period from June 23, 2022 to December 23, 2022 was 1,164 yen and the maximum share price was 1,428.5 yen.
Thereafter, as described in “(B) Process of calculation” below, Renesas has also discussed with INCJ the method of setting the market price of Renesas’ common stock, which is the basis for calculating the Tender Offer Price. As a result, at the Meeting of Board of Directors dated February 9, 2023, Renesas resolved to authorize the acquisition of its own shares pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, as applied by replacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act and the provisions of its Articles of Incorporation and conduct the Tender Offer as the specific acquisition method. In this resolution, the Tender Offer Price was set at 1,236 yen (rounded up to the nearest yen), which was calculated by applying the discount rate of 12.5% to 1,412 yen, the closing price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange on February 8, 2023, the business day immediately prior to the date of the resolution of the Meeting of the Board of Directors determining the implementation of the Tender Offer.
The Tender Offer Price of 1,236 yen is equivalent to the price representing a 12.46% discount (rounded to the second decimal place; hereinafter the same shall apply to calculations of discount rate) from 1,412 yen, which is the closing price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange on February 8, 2023, the business day immediately prior to the date of the resolution of the Meeting of the Board of Directors resolving the implementation of the Tender Offer (February 9, 2023); equivalent to the price representing a 6.72% discount from 1,325 yen, which is the simple average of the closing prices of Renesas’ common stock for the one-month period ending February 8, 2023 (rounded to the nearest yen; hereinafter the same shall apply to calculations of the simple average of the closing prices); equivalent to the price representing a 5.21% discount from 1,304 yen, which the simple average of the closing prices of Renesas’ common stock for the three-month period ending February 8, 2023; and equivalent to the price representing a 4.41% discount from 1,293 yen, which is the simple average of the closing prices of the Renesas’ common stock for the six-month period ending February 8, 2023.
(B)
Process of calculation
As described in “(A) Basis of calculation” above, on January 6, 2023, Renesas informed INCJ of its intention to purchase its own shares, and also notified INCJ that it would like to set the discount rate at 12.5%, which was the same level as that of the 2022 Tender Offer. Then, on January 31, 2023, Renesas received a reply from INCJ that it would accept the aforementioned discount rate.
In addition, on January 11, 2023, Renesas also discussed with INCJ the method of setting the market price of Renesas’ common stock, which is the basis for calculating the Tender Offer Price. During such discussion, Renesas informed INCJ that because Renesas had not found any special factors with respect to Renesas such as temporary fluctuations in the stock price that should be eliminated when calculating the Tender Offer Price based on the average stock price of a certain period of time, and there was no necessity to use the average stock price of a certain period of time, Renesas considered that the market stock price on the business day immediately prior to the date of the resolution of the Meeting of the Board of Directors regarding the tender offer would appropriately reflect Renesas’ corporate value, and therefore, it was reasonable to use such market stock price as the basis to calculate the Tender Offer Price. After Renesas so informed to INCJ, on the same day, Renesas confirmed that INCJ had the same understanding. Accordingly, Renesas decided to calculate the Tender Offer Price based on the closing price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange on the business day immediately prior to the date of the resolution of the Meeting of the Board of Directors regarding the Tender Offer.
With respect to the amount of acquisition of its own shares, on January 6, 2023, when Renesas confirmed that INCJ had the specific intention to divest a portion of INCJ’s shares of Renesas’ common stock to Renesas in response to the acquisition of Renesas’ own shares to be conducted by Renesas, Renesas conveyed to INCJ that it would like to confirm the amount of acquisition desired by INCJ. In response to this, on January 18, 2023, INCJ informed Renesas of its intention to tender, in the Tender Offer, 50,000,000 shares of the Initial INCJ Tendering Shares (ownership ratio: 2.78%). Because Renesas had contemplated that it would set the total amount of acquisition of its own shares at an amount that would enable Renesas to secure sufficient funds in order to operate its business and maintain its financial health and security after acquiring its own shares, Renesas was of the opinion that it should consider whether or not to accede to the intention of INCJ in line with the Tender Offer Price. However, assuming that, based on the number of the Initial INCJ Tendering Shares (50,000,000 shares), the purchase price would be 1,131 yen (rounded up to the nearest yen) by applying a discount rate of 12.5% to the closing price of Renesas’ common stock (1,292 yen) on the Prime Market of the Tokyo Stock Exchange on January 18, 2023, on which INCJ informed its intention as described above, the total acquisition price would be around 56.5 billion yen. Given such amount of acquisition, Renesas considered that it would be able to secure sufficient funds in order to operate its business because it was expected that Renesas’ liquidity (cash and deposits) after acquiring its own shares, on a consolidated basis, would be approximately 279.6 billion yen (including its working capital). While Renesas thought that it will determine the definitive amount of acquisition of its own shares after confirming the actual level of the Tender Offer Price to be determined once the closing price of Renesas' common stock on the immediately preceding business day prior to the date of the resolution of the Meeting of Board of Directors determining to conduct the Tender Offer becomes available, on the same day, Renesas gave INCJ a reply stating that Renesas would have no objection to proceeding with discussions aimed at setting the amount of acquisition of its own shares at a level assuming INSJ’s tendering of the Initial INCJ Tendering Shares, although it would depend on the actual Tender Offer Price and the total acquisition price after taking into account such Tender Offer Price. Furthermore, Renesas also considered the maximum number of shares to be purchased in response to INCJ’s intention to tender the Initial INCJ Tendering Shares. In light of the fact that the intent of the Tender Offer is to purchase all of the Initial INCJ Tendering Shares (50,000,000 shares) from INCJ, Renesas believed that it would be reasonable to set the maximum number of shares to be purchased at a level slightly above the Initial INCJ Tendering Shares in order to leave room to purchase all of the Initial INCJ Tendering Shares (50,000,000 shares), even if shareholders other than INCJ tender their shares in the Tender Offer. At the time of the above reply to INCJ, Renesas did not determine the specific level of the maximum number of shares to be purchased in excess of the Initial INCJ Tendering Shares, and planned to decide such level to the extent it can maintain its future business operations, financial health and security in light of the specific total amount of share acquisition at the time the Tender Offer Price is finalized. Renesas explained to INCJ to that effect and obtained INCJ’s approval therefor.
Upon an agreement that Renesas reached with INCJ regarding the Tender Offer Price and the outline of other conditions of the Tender Offer as of January 31, 2023 after the aforementioned discussions with INCJ, on February 8, 2023, the business day immediately prior to the date of the resolution of the Meeting of Board of Directors determining the implementation of the Tender Offer (February 9, 2023), Renesas determined that it is able to make the resolution of the Meeting of Board of Directors and a public announcement regarding the Tender Offer on February 9, 2023, the date of announcement of the financial results for the fiscal year ended December 31, 2022; and therefore, Renesas determined to set the purchase price at 1,236 yen (rounded up to the nearest yen) by applying a discount rate of 12.5% to 1,412 yen, the closing price of Renesas’ common stock on the Prime Market of the Tokyo Stock Exchange on February 8, 2023. Furthermore, Renesas conducted an examination on the specific amount of the acquisition of its own shares, by taking into consideration the Tender Offer Price that was ultimately determined, and determined to set the amount of the currently planned acquisition of its own shares at around 50 billion yen by comprehensively taking into consideration the fact that the level of Renesas’ stock price increased compared to the level as of January 18, 2023, on which INCJ gave notice of its intention to tender the Initial INCJ Tendering Shares, and as a result, the Tender Offer Price was ultimately set at a level higher than the purchase price (1,131 yen) assumed at that time. On the other hand, based on the assumption of the Tender Offer Price ultimately determined (1,236 yen) and the amount of the acquisition of its own shares at around 50 billion yen, the maximum number of shares to be purchased in the Tender Offer would be at a level below the Initial INCJ Tendering Shares (50,000,000 shares); therefore, it became necessary to have discussions with INCJ again on the number of Renesas’ common stock to be tendered by INCJ. Accordingly, on the same day, Renesas informed INCJ, together with the details of the examination above, of its intention to conduct the Tender Offer at the above purchase price (1,236 yen) and the amount of the acquisition of its own shares (around 50 billion yen), and further enquired whether INCJ would tender the shares if the Tender Offer was made under such conditions and the number of shares to be tendered by INCJ if INCJ were to tender the shares. On the same day, INCJ gave notice of its intention to accept the result of the examination above and stated that if the Tender Offer were conducted under the above conditions, INCJ would tender 40,000,000 shares of the INCJ Tendering Shares out of Renesas’ common stock owned by INCJ (ownership ratio: 2.23%). In response to this, on the same day, Renesas informed INCJ of its intention to accept that the number of shares of Renesas’ common stock that INCJ will tender is set at 40,000,000 shares, after Renesas considered that such number of shares was at an acceptable level based on the fact that, based on the Tender Offer Price (1,236 yen) and the INCJ Tendering Shares (40,000,000 shares), the amount of Renesas’ common stock to be purchased from INCJ will be 49,440,000,000 yen, and such amount is at a level slightly below the intended amount of the acquisition of its own shares, which Renesas considered to be around 50 billion yen, and would provide room to purchase shares from tendering shareholders other than INCJ if they tendered their shares. In addition, it has been determined that the number of shares to be purchased in the Tender Offer will be 40,453,074 shares (total amount of acquisition: 49,999,999,464 yen) for a total acquisition value of around 50 billion yen, assuming the Tender Offer Price is 1,236 yen per share.
Following the foregoing review and decision, at the Meeting of Board of Directors dated February 9, 2023, Renesas resolved to authorize the acquisition of its own shares pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, as applied by replacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act and the provisions of its Articles of Incorporation and conduct the Tender Offer as the specific acquisition method.
(4)
Number of shares to be purchased
Class of share certificates, etc.
Number of shares to be purchased
Expected number of excess shares
Total
Common stock
40,453,074 (shares)
- (shares)
40,453,074 (shares)
(Note 1)
If the total number of the Tendered Shares does not exceed the number of shares to be purchased (40,453,074 shares), Renesas will purchase all of the Tendered Shares. However, if the total number of the Tendered Shares exceeds the number of shares to be purchased (40,453,074 shares), Renesas will not purchase all or part of such excess, and will implement the transfer of shares and other settlement with regard to the purchase, etc. of share certificates and the like by the pro rata allocation method provided in provisions of Article 27-13, Paragraph 5 of the Act as applied mutatis mutandis pursuant to provisions of Article 27-22-(2), Paragraph 2 of the Act, and provisions of Article 21 of the Cabinet Office Order.
(Note 2)
Shares less than one unit are also covered by the Tender Offer. If a shareholder exercises its right to request purchase of shares less than one unit pursuant to the Companies Act, Renesas may repurchase its shares during the Tender Offer Period pursuant to the procedures prescribed under the relevant laws and regulations.
(Note 3)
Renesas issued stock acquisition rights and such stock acquisition rights may be exercised during the Tender Offer Period. Shares of Renesas’ common stock to be issued or transferred upon the exercise of such stock acquisition rights will also be subject to the Tender Offer.
(5)
Funds necessary for tender offer
50,017,999,464 yen
(Note)
The above-mentioned figure represents the amount of payment for purchasing all the shares to be purchased (40,453,074 shares), plus the estimated purchase commissions (commissions to be paid to the tender offer agent) and other miscellaneous expenses (including expenses for the public notice of the Tender Offer and the printing costs for required documents such as the Tender Offer explanation statement).
(6)
Method of settlement
(A)
Name and location of head office of financial instruments business operator/bank etc. in charge of settlement of tender offer
(Tender offer agent)
Daiwa Securities Co. Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
(B)
Commencement date of settlement
Tuesday, April 4, 2023
(C)
Method of settlement
A notice regarding the tender offer will be mailed to the address or location of those shareholders who have accepted the offer for purchase of the share certificates, etc. or have offered their share certificates, etc. for sale in connection with the Tender Offer (the “Tendering Shareholders”) or to the standing proxy in the case of foreign resident shareholders (including corporate shareholders) (the “Foreign Shareholders”) without delay after the expiration of the Tender Offer Period.
The purchase will be settled in cash. The purchase price less applicable withholding tax (Note) is to be remitted from the tender offer agent to the location specified by the Tendering Shareholders (or to the standing proxy in the case of the Foreign Shareholders), or to be paid at the head office or other Japanese branches of the tender offer agent which received the application, without delay after the commencement date of the settlement.
(Note): Taxation on shares purchased through a tender offer
For specific questions concerning taxation, each shareholder is kindly advised to consult professionals such as tax accountants and to make decisions at its own discretion.
(a) Individual shareholders
(i)
If the Tendering Shareholder are individual shareholders who are either residents in Japan or non-residents with permanent establishments in Japan:
If the amount of money to be delivered in return for tendering and delivering shares through the Tender Offer exceeds the portion of the amounts of Renesas’ share capital, etc. (in the case of a consolidated entity, the amount of consolidated individual share capital, etc.) corresponding to the shares that gave rise to such delivery of money, the amount of such excess will be deemed to be dividend income and will be taxed. Such amount of deemed dividend income will be subject to 20.315% withholding tax in principle (income tax and special income tax for reconstruction under the Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction following the Great East Japan Earthquake (Act No. 117 of 2011, as amended) (the “Special Income Tax for Reconstruction”) at 15.315% plus inhabitant tax at 5%) (in the case of non-residents with permanent establishments in Japan, no inhabitant tax will be withheld through special collection); provided, however, that with respect to shareholders who fall under the category of large shareholders, etc. (the “Large Shareholders”) as provided for in provisions of Article 4-6-2, Paragraph 12 of the Order for Enforcement of the Act on Special Measures Concerning Taxation (Cabinet Order No. 43, 1957, as amended), such amount of deemed dividend income will be subject to 20.42% withholding tax (income tax and Special Income Tax for Reconstruction only). The amount of money to be delivered in return for tendering and delivering shares through the Tender Offer, less the amount of deemed dividend income, will be income from the transfer of shares. The amount of income from the transfer of shares less acquisition cost relating to such shares will, in principle, be subject to separate self-assessment taxation.
In the case where a shareholder tenders the shares in a tax-exempt account as provided for in provisions of Article 37-14 (Tax exemption for capital gains, etc. from small amounts of listed shares in a tax-exempt account) of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended) (the “Tax-exempt Account”) pursuant to the Tender Offer, if the financial institution business operator at which such Tax-exempt Account is held is Daiwa Securities Co. Ltd., income from the transfer of shares pursuant to the Tender Offer will, in principle, be tax-exempt; provided, however, that if such Tax-exempt Account is held at a financial institution other than Daiwa Securities Co. Ltd., the aforementioned treatment may not apply.
(ii)
If the Tendering Shareholders are non-residents without permanent establishments in Japan:
The amount deemed to be dividend income will be subject to 15.315% withholding tax (income tax and Special Income Tax for Reconstruction only); provided, however, that shareholders who fall under the category of the Large Shareholders will be subject to 20.42% withholding tax (income tax and Special Income Tax for Reconstruction only). Further, income arising from the transfer of shares is, in principle, not subject to taxation in Japan.
(b) If the Tendering Shareholders are corporate shareholders:
As taxation on deemed dividend, if the Tender Offer Price exceeds the amount of Renesas’ share capital, etc. per share, the amount of such excess will be, in principle, subject to 15.315% withholding tax (income tax and Special Income Tax for Reconstruction only).
The Foreign Shareholders who, pursuant to an applicable tax treaty, wish to enjoy the benefit of reduction of or exemption from income tax and Special Income Tax for Reconstruction on such deemed dividend will be required to submit a written notification and other related documents concerning such tax treaty to the tender offer agent by March 10, 2023.
(7)
Other matters
(A)
The Tender Offer is not and will not be made, directly or indirectly, in or to the U.S., or by using the U.S. postal service or any other means or instruments of interstate or foreign commerce (including, but not limited to, telephone, telex, facsimile, e-mail, and internet communication), or through any facilities of a securities exchange in the U.S. No one can tender shares in the Tender Offer by any means or instruments above, or through any facility above, or from the U.S.
In addition, the tender offer registration statement and other related documents are not and may not be sent or delivered by the postal service or any other means in, to, or from the U.S. Any tender of shares in the Tender Offer that directly or indirectly breaches any of the restrictions above will not be accepted.
Those who are tendering shares through the Tender Offer may be required to represent and warrant the following to the tender offer agent or subagent:
(a)The Tendering Shareholder is not located in the U.S. at the time of tendering shares or sending the tender offer acceptance form; (b) the Tendering Shareholder did not receive or send any information or document regarding the Tender Offer (including copies thereof), directly or indirectly, in, to or from the U.S.; (c) the Tendering Shareholder did not use, directly or indirectly, the U.S. postal service or any other means or instruments of interstate or foreign commerce (including, but not limited to, telephone, telex, facsimile, e-mail, and internet communication) or any facilities of a securities exchange in the U.S. with respect to the purchase or for signing or delivering the tender offer acceptance form; and (d) the Tendering Shareholder is not acting as an attorney, a trustee or a mandatary without discretion for any other person who is a resident of the U.S. (except for the case where the latter provides all instructions for the purchase from outside the U.S.).
(B)
Renesas entered into the Tender Agreement with INCJ on February 9, 2023 by which INCJ will tender all of the INCJ Tendering Shares (40,000,000 shares) through the Tender Offer. For details, please refer to “1. Purposes of Tender Offer” above. If the total number of the Tendered Shares tendered in the Tender Offer exceeds the number of shares to be purchased, the purchase will be made on a pro rata basis, and some of the INCJ Tendering Shares intended to be tendered by INCJ may not be purchased. INCJ answered that, in such case, INCJ will consider divesting Renesas’ common stock not purchased by Renesas through the Tender Offer, together with other Renesas’ common stock owned by INCJ at some time in the future after the completion of the Tender Offer.
(C)
Renesas announced the “Consolidated Financial Results for the Year Ended December 31, 2022 (IFRS)” on February 9, 2023. The outline of the announcement is as described below. Renesas has not undergone the audit by an auditor pursuant to the provisions of Article 193-2, Paragraph 1 of the Act. The following summary is an extract from the announcement. For details, please refer to the content of the announcement.
(a) Profits and losses (consolidated)
Accounting period
Year ended
December 31, 2022
(From January 1, 2022 to December 31, 2022)
Revenue
1,500,853 million yen
Operating profit
424,170 million yen
Profit before tax
362,299 million yen
Profit
256,787 million yen
Profit attributable to owners of parent
256,632 million yen
(b) Per share information (consolidated)
Accounting period
Year ended
December 31, 2022
(From January 1, 2022 to December 31, 2022)
Basic earnings per share
137.67 yen
(D)
Renesas announced the “Consolidated Forecasts” on February 9, 2023. The outline of the announcement is as described below. For details, please refer to the content of the announcement.
Consolidated forecasts for the first quarter ending March 31, 2023
(January 1, 2023 to March 31, 2023)
In millions of yen
Non-GAAP
Revenue
Non-GAAP
Gross Margin
Non-GAAP
Operating Margin
Previous forecasts
---
---
---
Forecasts as of
February 9, 2023
347,500
~362,500
54.5%
32.5%
Increase (decrease)
---
---
---
Percentage change
---
---
---
Reference:
Corresponding period of the previous year (January 1, 2022 to March 31, 2022)
346,696
58.4%
39.1%
(Note)
Non-GAAP figures are calculated by removing or adjusting non-recurring items and other adjustments from GAAP (IFRS basis) figures following a certain set of rules. Renesas Group believes non-GAAP measures provide useful information in understanding and evaluating Renesas Group’s constant business results, and therefore, forecasts are provided on a non-GAAP basis. This adjustment and exclusion include the amortization of intangible assets recognized from acquisitions, other PPA (purchase price allocation) adjustments and stock-based compensation, as well as other non-recurring expenses and income Renesas Group believes to be applicable.
Reference: Status of treasury stock as of December 31, 2022
Number of shares issued (excluding treasury stock):
1,796,965,856 shares
Number of treasury stock:
161,488,167 shares
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE: 6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. A leading global provider of microcontrollers, Renesas combines our expertise in embedded processing, analog, power and connectivity to deliver complete semiconductor solutions. These Winning Combinations accelerate time to market for automotive, industrial, infrastructure and IoT applications, enabling billions of connected, intelligent devices that enhance the way people work and live. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, YouTube, and Instagram.
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