Capital Injection Changes for the NEC Electronics and Renesas Business Integration
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Tokyo, Nov 9, 2009 - (JCN Newswire) - 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 in 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 146,782,990 of common shares
shares to be issued
(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 Corporation
NEC Corporation (TSE: 6701) is one of the world's leading providers of Internet, 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 150,000 people worldwide. For additional information, please visit the NEC website at: http://www.nec.com.
Source: NEC Corporation
Contact:NEC Electronics Corporation
Kyoko Okamoto
+ 81-44-435-1676
kyoko.okamoto@necel.com
Renesas Technology Corp.
Yoichi Kobayashi
+81-3-6756-5555
kobayashi.yoichi2@renesas.com
NEC Corporation
Kosuke Yamauchi
+ 81-3-3798-6511
k-yamauchi@ce.jp.nec.com
Hitachi, Ltd.
Atsushi Konno
+81-3-5208-9325
PR@hdq.hitachi.co.jp
Mitsubishi Electric Corporation
Yurika Fujimoto
+ 81-3-3218-3380
prd.gnews@nk.MitsubishiElectric.co.jp
Copyright 2009 JCN Newswire. All rights reserved. www.japancorp.net
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