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Electronics Production | April 27, 2009

NEC Electronics and Renesas to merge business operations

NEC Electronics, Renesas Technology, NEC Corporation, Hitachi and Mitsubishi Electric entered into negotiations to integrate business operations at NEC Electronics and Renesas.
1. Background and goals of business integration
NEC Electronics was established in 2002, separating from NEC, and Renesas was established in 2003, integrating semiconductor units at Hitachi and Mitsubishi Electric. NEC Electronics and Renesas provide a wide variety of semiconductor solutions, primarily specializing in microcontroller units (MCUs). In light of fierce global competition in the semiconductor market, NEC Electronics and Renesas have agreed to explore the possibility of business integration in order to further strengthen their business foundations and technological assets while increasing corporate value through enhanced customer satisfaction. By integrating the world’s two largest MCU suppliers, the new company will provide one of the most competitive MCU product lineups throughout the world.

NEC Electronics and Renesas both focus on the fast-growing field of system-on-chip (SoCs) products. NEC Electronics is a producer of SoCs for digital consumer electronics, while Renesas is a manufacturer of SoCs for mobile phones and automotive applications. By reinforcing the companies’ respective strengths and development resources the new company will provide globally competitive SoC products. In terms of the discrete semiconductor business, both companies will define strategies to enhance the competitiveness of analog and discrete products that generate synergies with MCUs. The new integrated company will have three major product groups, MCUs, SoCs, and discrete products, and will become the world’s third-largest semiconductor business. The new company will select and focus on the development of projects covering a diverse range of fields and will expand its comprehensive lineup of globally competitive products.

In order to address the ongoing challenges of the current economic downturn, NEC Electronics and Renesas will each execute structural reform plans in order to strengthen their business frameworks. Upon completion of these structural reforms, the two companies will integrate their operations to achieve synergies and boost profitability. This integration will result in the establishment of a new semiconductor company that is capable of consistently achieving high earnings and maintaining the ability to withstand changing market conditions.

2. Corporate structure following integration
The preconditions for holding future negotiations are to integrate business operations on April 1, 2010, and to maintain public listing for the new company. To ensure fairness and equitability, the ownership ratio of the integrated company will be decided and announced before the conclusion of the integration contract through negotiations between NEC Electronics and Renesas, based on scheduled due diligence. The new company will announce the company name, the location of its headquarters, the corporate representative, the board members, capitalization, total assets, and financial forecasts following the integration.

3. Schedule moving forward
NEC Electronics and Renesas plan to sign an agreement at the end of July, 2009 to integrate their business operations. The dates and details of the extraordinary general meetings of shareholders for NEC Electronics and Renesas to consider approval of the integration are to be announced following the signing of the agreement. Implementation of the planned business integration is conditional upon authorization of the integration by the relevant government agencies.

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