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(開示事項の追加)Altium社の株式取得(子会社化)に関するお知らせ

Announcements of individual stocks regarding the acquisition (subsidiarization) of Altium's shares

Renesas Electronics ·  Jun 25 23:00

On February 15, 2024, Renesas Electronics Corporation (Representative Executive Officer and CEO: Hidetoshi Shibata, hereinafter referred to as the Company) announced that it has signed a Scheme Implementation Agreement with Altium Limited (CEO: Aram Mirkazemi, hereinafter referred to as Altium), a software company headquartered in California, USA, to acquire all shares of Altium by way of Scheme of Arrangement under the Australian Corporations Act, subject to the fulfillment of various conditions (hereinafter referred to as the Acquisition). As a result of this Acquisition, three subsidiaries of Altium, Altium IP Hold Co. Pty Limited, Altium IP Co. Pty Limited, and Altium LLC, will become subsidiaries of the Company as well. Details of each company were not available as of February 15, 2024. We have obtained the information and would like to inform you as follows. The execution of this Acquisition is expected to take place in the second half of 2024, subject to the approval of Altium shareholders, the Australian court, and the necessary regulatory authorities, as well as the satisfaction of other common trading conditions. Announcements of individual stocks regarding the Acquisition of Altium Limited (subsidiarization of Altium stock) on February 15, 2024.Please use your Futubull account to access the feature.

As a result of this Acquisition, three subsidiaries of Altium, Altium IP Hold Co. Pty Limited, Altium IP Co. Pty Limited, and Altium LLC, will become subsidiaries of the Company as well. Details of each company were not available as of February 15, 2024. We have obtained the information and would like to inform you as follows. The execution of this Acquisition is expected to take place in the second half of 2024, subject to the approval of Altium shareholders, the Australian court, and the necessary regulatory authorities, as well as the satisfaction of other common trading conditions.

Record


1. Overview of Altium IP Hold Co. Pty Limited (a subsidiary of Altium)

(1)NameRelationship between listed companies and the company Capital relationship There is no relevant matter.
(2)LocationLevel 6, Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067, Australia
(3)Title and name of the representative

Director: Aram Mirkazemi

Director: Kim Besharati

(4)Business DescriptionShareholding company
(5)Capital402.9 million dollars (60.838 billion yen, converted at 1 dollar = 151 yen)
(6)Establishment date June 2015(7)
Major shareholders and shareholding ratios (as of March 31, 2024) Altium IP Hold Co. Pty LimitedMajor shareholders and shareholding percentages (as of March 31, 2024)Altium Limited100%
(8)Relationship between listed companies and the company Capital relationship There is no relevant matter.There is no relevant matter.Trading relationship There is no relevant matter.
There is no relevant matter.Trading relationship There is no relevant matter.
There is no relevant matter.Trading relationship There is no relevant matter.
(9)Consolidated financial performance and consolidated financial position for the past three years of the company
Converted at the rate of 1 USD = 151 yen and 1 AUD = 97 yen
Closing period

June 2021 fiscal year

June 2022 fiscal year

June 2023 fiscal year

Consolidated net assets

5,040.0 million US dollars

(JPY 76,106 million)

USD 503.6 million

(JPY 76,038 million)

USD 464.2 million

(JPY 70,090 million)

Consolidated total assets

623.1 million US dollars (94,085 million yen)

(JPY 94,085 million)

647.7 million US dollars (97,803 million yen)

(JPY 97,804 million)

557.4 million US dollars (84,164 million yen)

(JPY 84,164 million)

Consolidated net assets per share

USD 1.25

(JPY 188.9)

USD 1.25

(JPY 188.7)

USD 1.15

(JPY 174.0)

Consolidated sales revenue

$116.3 million

(¥17,562 million)

$139.3 million

(¥21,038 million)

$164.0 million

(¥24,757 million)

Consolidated operating profit

$85.6 million

(¥12,928 million)

$46.5 million

(¥7,015 million)

$54.8 million

(¥82,710,000)

Net income for the current period on a consolidated basis.

$65.6 million

(¥9,905,000,000)

$39.8 million

(¥6,010,000,000)

$45.5 million

(¥6,866,000,000)

Consolidated net income per share for the current period

$0.16

(¥24.6)

$0.10

(¥14.9)

$0.11

(¥17.0)

Dividend per share

$0.09

(¥14.0)

$0.10

(¥15.1)

$0.21

(-31.8 yen)

Overview of Altium IP Co. Pty Limited (a subsidiary of Altium Corporation)

(1)NameAltium IP Co. Pty Limited
(2)LocationLevel 6, Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067, Australia
(3)Title and name of the representative

Director: Sam Weiss Director: Aram Mirkazemi (4) Shareholding company (5) 402.9 million dollars (60.838 billion yen, converted at 1 dollar = 151 yen) (6) Establishment date June 2015 (7) Major shareholders and shareholding ratios (as of March 31, 2024) Altium IP Hold Co. Pty Limited (8) Relationship between listed companies and the company Capital relationship There is no relevant matter. Human relationship There is no relevant matter. Trading relationship There is no relevant matter.

Director: Aram Mirkazemi

(4)Business DescriptionShareholding company
(5)Capital402.9 million dollars (60.838 billion yen, converted at 1 dollar = 151 yen)
(6)Establishment date June 2015(7)
Major shareholders and shareholding ratios (as of March 31, 2024) Altium IP Hold Co. Pty Limited(8)Relationship between listed companies and the company Capital relationship There is no relevant matter.

100%

(8)Relationship between listed companies and the company Capital relationship There is no relevant matter.There is no relevant matter.Trading relationship There is no relevant matter.
There is no relevant matter.Trading relationship There is no relevant matter.
There is no relevant matter.Trading relationship There is no relevant matter.
(9)Consolidated financial performance and consolidated financial position for the past three years of the company
Converted at the rate of 1 USD = 151 yen and 1 AUD = 97 yen
Closing period

June 2021 fiscal year

June 2022 fiscal year

June 2023 fiscal year

Consolidated net assets

517.9 million US dollars (78,207 million yen)

(78,207 million yen)

517.5 million US dollars (78,140 million yen)

(78,140 million yen)

478.1 million US dollars (72,191 million yen)

(72,191 million yen)

Consolidated total assets

623.1 million US dollars (94,085 million yen)

(JPY 94,085 million)

647.7 million US dollars (97,803 million yen)

(97,803 million yen)

557.4 million US dollars (84,164 million yen)

(JPY 84,164 million)

Consolidated net assets per share

$1.29

(¥194.1)

$1.28

(¥193.9)

$1.19

(¥179.2)

Consolidated sales revenue

$116.3 million

(¥17,562 million)

$139.3 million

(¥21,038 million)

$164.0 million

(¥24,757 million)

Consolidated operating profit

$85.6 million

(¥12,928 million)

$46.5 million

(¥7,015 million)

$54.8 million

(¥82,710,000)

Net income for the current period on a consolidated basis.

$65.6 million

(¥9,905,000,000)

$39.8 million

(¥6,010,000,000)

$45.5 million

(¥6,866,000,000)

Consolidated net income per share for the current period

$0.16

(¥24.6)

$0.10

(¥14.9)

$0.11

(¥17.0)

Dividend per share

$0.09

(¥14.0)

$0.10

(¥15.1)

$0.21

(-31.8 yen)

3. Overview of Altium LLC (a subsidiary of Altium Corporation)

(1)NameAltium LLC
(2)Location4225 Executive Square, Suite 1000, Level 10, La Jolla, CA 92037, USA
(3)Title and name of the representative

Director: Sam Weiss Director: Aram Mirkazemi (4) Shareholding company (5) 402.9 million dollars (60.838 billion yen, converted at 1 dollar = 151 yen) (6) Establishment date June 2015 (7) Major shareholders and shareholding ratios (as of March 31, 2024) Altium IP Hold Co. Pty Limited (8) Relationship between listed companies and the company Capital relationship There is no relevant matter. Human relationship There is no relevant matter. Trading relationship There is no relevant matter.

Director: Aram Mirkazemi

(4)Business DescriptionSoftware development, sales and services
(5)Capital402.9 million dollars (60.838 billion yen, converted at 1 dollar = 151 yen)
(6)Establishment date June 2015(7)
Major shareholders and shareholding ratios (as of March 31, 2024) Altium IP Hold Co. Pty Limited(8)Altium IP Co. Pty Limited

100%

(8)Relationship between listed companies and the company Capital relationship There is no relevant matter.There is no relevant matter.Trading relationship There is no relevant matter.
There is no relevant matter.Trading relationship There is no relevant matter.
There is no relevant matter.Trading relationship There is no relevant matter.
(9)Consolidated financial performance and consolidated financial position for the past three years of the company
Converted at the rate of 1 USD = 151 yen and 1 AUD = 97 yen
Closing period

June 2021 fiscal year

June 2022 fiscal year

June 2023 fiscal year

Consolidated net assets

468.9 million US dollars

(70,800 million yen)

468.4 million US dollars

(70,733 million yen)

490.5 million US dollars

(74,060 million yen)

Consolidated total assets

532.9 million US dollars

(80,462 million yen)

557.5 million US dollars

(84,177 million yen)

528.6 million US dollars

(79,813 million yen)

Consolidated net assets per share

0.58 US dollars

(87.9 yen)

0.58 US dollars

(87.8 yen)

0.61 US dollars

(91.9 yen)

Consolidated sales revenue

$116.3 million

(¥17,562 million)

$139.3 million

(¥21,038 million)

$164.0 million

(¥24,757 million)

Consolidated operating profit

85.5 million US dollars

(12,907 million yen)

$46.5 million

(¥7,015 million)

$54.8 million

(8,272 million yen)

Net income for the current period on a consolidated basis.

65.5 million US dollars

(9,884 million yen)

$39.8 million

(¥6,010,000,000)

$45.5 million

(¥6,866,000,000)

Consolidated net income per share for the current period

0.08 US dollars

(12.3 yen)

0.05 US dollars

(7.5 yen)

0.06 US dollars

(8.5 yen)

Dividend per share

$0.16

(23.9 yen)

0.05 US dollars (7.5 yen) 0.03 US dollars (4.4 yen) (Note) The yen conversion values in this announcement document are calculated based on the exchange rates (1 US dollar = 151 yen, 1 Australian dollar = 97 yen) as of February 14, 2024 used in " " announced on February 15, 2024.

(¥7.5)

Please use your Futubull account to access the feature.

(¥4.4)

Note: The yen conversion rate in this presentation material is based on the "as of February 15, 2024 "Announcements of individual stocks regarding the Acquisition of Altium Limited (subsidiarization of Altium stock) on February 15, 2024.(Above) This document is a press release for the general public regarding "Announcements of Individual Stocks of Altium Limited becoming a subsidiary (stock acquisition)" and is not created for the purpose of investment solicitation or similar activities, regardless of Japan's domestic or international. Moreover, this document does not constitute a solicitation or sale of securities in the United States. Except for cases where securities are registered or excluded from registration obligations based on the US Securities Act of 1933, it is not possible to solicit or sell securities in the United States.

and above.

This document is a press release for the general public to announce Renesas's completion of the acquisition of Transphorm, and is not intended for investment solicitation or similar activities in Japan or abroad. In addition, this document does not constitute an invitation or solicitation for the sale or purchase of securities in the United States. In the United States, securities may not be offered or sold unless registered under the U.S. Securities Act of 1933 or exempt from registration.

The plans, strategies and performance outlook of Renesas Electronics Group described in this material are based on the information currently available and judged by the Renesas Electronics Group, which includes potential risks and uncertainties. Therefore, please be aware in advance that actual performance, etc. may result in significantly different results from these outlooks due to various factors. Significant factors that may affect actual performance include (1) economic conditions in Japan, North America, Asia, Europe and other areas surrounding Renesas Electronics Group's business areas, (2) demand trends and price pressure due to increased competition for Renesas Electronics Group products and services in the market, (3) the ability of Renesas Electronics Group to continue to supply customers with products and services that are accepted in a fiercely competitive market, and (4) exchange rate fluctuations (particularly between the US dollar and yen), etc., but there may be various other factors. In addition, there is a possibility that actual performance and other results may differ from the initial outlook due to factors such as worsening of the global economy, deterioration of the world's financial situation, and stunk of the domestic and foreign stock markets.

Notes regarding future estimates: The plans, strategies, and performance outlook of the Renesas Electronics Group mentioned in this material are based on information currently available to the group, and contain potential risks and uncertainties. Therefore, please be aware in advance that actual performance may differ significantly from these estimates due to various factors. Important factors that may affect actual performance include (1) the economic situation in Japan, North America, Asia, and Europe surrounding the business areas of the Renesas Electronics Group, (2) demand trends and price pressure due to competition for group products and services in the market, (3) the group's ability to continue to supply products and services that are accepted by customers in a market that is subject to intensive competition, and (4) fluctuations in exchange rates (especially between the U.S. dollar and the yen), as well as various other factors that may occur. In addition, actual performance may differ from the initial outlook due to factors such as deteriorating global economic conditions, deteriorating global financial conditions, and stagnation in domestic and international stock markets.

The plans, strategies and performance outlook of Renesas Electronics Group described in this document are based on information that Renesas Electronics Group has available and which it has determined, and which includes potential risks and uncertainties. Therefore, you should be aware in advance that actual performance may differ significantly from these outlooks due to various factors. Important factors that may affect actual performance are the economic conditions in the regions where Renesas Electronics Group's business areas are located, such as Japan, North America, Asia, and Europe, the trends in demand for and prices of Renesas Electronics Group's products and services in the marketplace, Renesas Electronics Group's continued ability to supply its customers with products and services that are accepted in a fiercely competitive marketplace, and exchange rate fluctuations (particularly between the US dollar and the yen), as well as various other factors. Additionally, there is potential for actual performance to differ from initial expectations due to factors such as a deterioration in the global economy, the world's financial situation, stunk of the domestic and foreign stock markets, and so on. This document was not created for the purpose of soliciting investment or similar activities, regardless of whether inside or outside Japan, but constitutes a press release for the general public regarding "Announcements of Individual Stocks of Altium Limited becoming a subsidiary (stock acquisition)." This document does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. Except in the case of securities registered or exempted from registration obligations under the Securities Act of 1933, securities cannot be sold or offered for sale in the United States.

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