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Renesas Electronics Corporation announced consolidated financial results in accordance with IFRS for the nine months ended September 30, 2024.
Summary of Consolidated Financial Results (Note 1)
Summary of Consolidated Financial Results (Non-GAAP basis) (Note 2)
Three months ended September 30, 2024 Nine months ended September 30, 2024 Billion Yen % of Revenue Billion Yen % of Revenue Revenue 345.3 100.0 1,055.9 100.0 Gross profit 192.8 55.9 595.7 56.4 Operating profit 98.4 28.5 322.5 30.5 Profit attributable to owners of parent 86.0 24.9 288.5 27.3 EBITDA (Note 3) 121.4 35.2 388.0 36.7 Summary of Consolidated Financial Results (IFRS basis)
Three months ended September 30, 2024 Nine months ended September 30, 2024 Billion yen % of Revenue Billion yen % of Revenue Revenue 345.3 100.0 1,055.9 100.0 Gross profit 192.2 55.7 590.6 55.9 Operating profit 57.2 16.6 204.8 19.4 Profit attributable to owners of parent 60.6 17.6 200.3 19.0 EBITDA (Note 3) 109.0 31.6 355.3 33.7 Reconciliation of Non-GAAP gross profit to IFRS gross profit and Non-GAAP operating profit to IFRS operating profit
(Billion yen)
Three months ended September 30, 2024 Nine months ended September 30, 2024 Non-GAAP gross profit
Non-GAAP gross margin192.8
55.9%595.7
56.4%Amortization of purchased intangible assets and depreciation of property, plant and equipment (0.2) (0.8) Stock-based compensation (0.8) (2.1) Other reconciliation items in non-recurring
expenses and adjustments (Note 4)0.4 (2.4) IFRS gross profit
IFRS gross margin192.2
55.7%590.6
55.9%Non-GAAP operating profit
Non-GAAP operating margin98.4
28.5%322.5
30.5%Amortization of purchased intangible assets and depreciation of property, plant and equipment (28.7) (85.0) Stock-based compensation (10.0) (24.9) Other reconciliation items in non-recurring expenses and adjustments (Note 4) (2.4) (7.8) IFRS operating profit
IFRS operating margin57.2
16.6%204.8
19.4%Note 1: All figures are rounded to the nearest 100 million yen.
Note 2: Non-GAAP figures are calculated by removing or adjusting non-recurring items and other adjustments from GAAP (IFRS) figures following a certain set of rules. The Group believes non-GAAP measures provide useful information in understanding and evaluating the Group’s constant business results.
Note 3: Operating profit + Depreciation and amortization.
Note 4: “Other reconciliation items in non-recurring expenses and adjustments” includes the non-recurring items related to acquisitions and other adjustments as well as non-recurring profits or losses the Group believes to be applicable.
Original – Renesas Electronics
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Renesas Electronics Corporation and Altium Limited announced the successful completion of the acquisition of Altium by Renesas. The definitive agreement to acquire Altium was announced on February 15, 2024.
The combination sets the foundation for Renesas and Altium to create an innovative electronics system design and lifecycle management platform. The platform will deliver integration and standardization of various electronic design data and functions and enhanced component lifecycle management, while enabling seamless digital iteration of design processes to increase overall productivity. This brings significantly faster innovation and lowers barriers to entry for system designers by reducing development resources and inefficiencies.
“This is a historical milestone for both Renesas and Altium as we take another important step forward in bringing enhanced user experience for electronics system designers,”said Hidetoshi Shibata, CEO of Renesas. “The integrated and open electronics system design and lifecycle management platform we aim to build together will make electronics accessible to broader market, for any enterprises regardless of their size or industry. I want to reaffirm that our commitment to upholding data security and compliance of the Altium customers will continue to be our top priority. With the addition of Altium’s design software and cloud platform capabilities, we are excited to change the future of electronics system design with Aram and his industry-leading, talented software engineering team”
With the transaction now closed, Altium is now a wholly owned subsidiary of Renesas. Altium CEO Aram Mirkazemi has assumed the role of Senior Vice President and Head of Renesas’ Software & Digitalization. He concurrently serves as CEO of Altium.
“This is a pivotal moment for Altium and marks the beginning of an exciting future with Renesas,” said Aram Mirkazemi, CEO of Altium. “With Renesas’ support and expertise, we are looking forward to accelerating the cloud-enablement of all industry processes associated with electronics design and development. This will make electronics accessible to a broader market and lay the foundation for software defined products.”
Renesas’ acquisition of Altium has been effected today by way of a Scheme of Arrangement under Australian law (“Scheme”). Under the terms of the Scheme, Renesas Electronics NSW Pty Ltd, an indirect wholly owned subsidiary of Renesas, acquired all of the outstanding shares of Altium for A$68.50 in cash per share, for a total equity value of approximately A$9.1 billion (approximately 887.9 billion yen at an exchange rate of 97 yen to the A$). Renesas funded the acquisition through bank loans. As part of the implementation of the Scheme, Altium ordinary shares were suspended from trading on the Australian Securities Exchange at the close of trading on July 19, 2024, and Altium will be removed from the Official List of the Australian Securities Exchange at the close of trading on August 2, 2024.
Original – Renesas Electronics
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Renesas Electronics Corporation announced consolidated financial results in accordance with IFRS for the three and six months ended June 30, 2024.
Summary of Consolidated Financial Results (Note 1)
Summary of Consolidated Financial Results (Non-GAAP basis) (Note 2)
Three months ended June 30, 2024 Six months ended June 30, 2024 Billion Yen % of Revenue Billion Yen % of Revenue Revenue 358.8 100.0 710.6 100.0 Gross profit 203.6 56.7 402.9 56.7 Operating profit 110.6 30.8 224.1 31.5 Profit attributable to owners of parent 96.7 26.9 202.5 28.5 EBITDA (Note 3) 132.8 37.0 266.6 37.5 Summary of Consolidated Financial Results (IFRS basis)
Three months ended June 30, 2024 Six months ended June 30, 2024 Billion yen % of Revenue Billion yen % of Revenue Revenue 358.8 100.0 710.6 100.0 Gross profit 200.9 56.0 398.4 56.1 Operating profit 69.7 19.4 147.6 20.8 Profit attributable to owners of parent 59.8 16.7 139.6 19.6 EBITDA (Note 3) 120.6 33.6 246.3 34.7 Reconciliation of Non-GAAP gross profit to IFRS gross profit and Non-GAAP operating profit to IFRS operating profit
(Billion yen)
Three months ended June 30, 2024 Six months ended June 30, 2024 Non-GAAP gross profit
Non-GAAP gross margin203.6
56.7%402.9
56.7%Amortization of purchased intangible assets and depreciation of property, plant and equipment (0.3) (0.5) Stock-based compensation (0.8) (1.2) Other reconciliation items in non-recurring
expenses and adjustments (Note 4)(1.6) (2.7) IFRS gross profit
IFRS gross margin200.9
56.0%398.4
56.1%Non-GAAP operating profit
Non-GAAP operating margin110.6
30.8%224.1
31.5%Amortization of purchased intangible assets and depreciation of property, plant and equipment (28.7) (56.3) Stock-based compensation (9.2) (14.8) Other reconciliation items in non-recurring expenses and adjustments (Note 4) (2.9) (5.4) IFRS operating profit
IFRS operating margin69.7
19.4%147.6
20.8%- Note 1: All figures are rounded to the nearest 100 million yen.
- Note 2: Non-GAAP figures are calculated by removing or adjusting non-recurring items and other adjustments from GAAP (IFRS) figures following a certain set of rules. The Group believes non-GAAP measures provide useful information in understanding and evaluating the Group’s constant business results.
- Note 3: Operating profit + Depreciation and amortization.
- Note 4: “Other reconciliation items in non-recurring expenses and adjustments” includes the non-recurring items related to acquisitions and other adjustments as well as non-recurring profits or losses the Group believes to be applicable.
Original – Renesas Electronics
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Renesas Electronics Corporation announced that it has completed the acquisition of Transphorm, Inc. as of June 20, 2024. With the closing of the acquisition now completed, Renesas will immediately start offering GaN-based power products and related reference designs to meet the rising demand for wide bandgap (WBG) semiconductor products.
WBG materials such as GaN and silicon carbide (SiC) are considered key technologies for next-generation power semiconductors due to their superior power efficiency, higher switching frequencies and small footprints compared to conventional silicon-based devices. Both GaN and SiC-based products are expected to grow rapidly over the next decade, driven by demand from electric vehicles (EVs), inverters, data center servers, artificial intelligence (AI), renewable energy, industrial power conversion, consumer applications and others.
“Customers instantly benefit from the new GaN products through turnkey reference designs, which integrate technologies from both companies,” said Chris Allexandre, Senior Vice President and General Manager of Power at Renesas. “Adding GaN into our portfolio also reinforces our commitment to develop products and technology that make people’s lives easier. Providing robust and sustainable power solutions that save energy, reduce cost and minimize environmental impacts does just that.”
Investing in the power business is an important part of Renesas’ strategy for achieving sustainable, long-term growth. Other recent moves that Renesas has made to bolster this market segment include: the opening of the Kofu Factory, a dedicated 300-mm wafer fab for power products; ramping up a new SiC production line at the Takasaki Factory; and forging an agreement with Wolfspeed to secure a steady supply of SiC wafers over the next 10 years. With GaN technology now part of Renesas’ portfolio, Renesas is poised to offer more comprehensive power solutions to support the evolving needs of customers across a broad range of applications.
On the same day that it completed the acquisition of Transphorm, Renesas rolled out 15 new Winning Combinations, market-ready reference designs that combine the new GaN products with Renesas’ embedded processing, power, connectivity and analog portfolios. These include the designs of Transphorm’s automotive-grade GaN technology integrated for on-board battery chargers as well as 3-in-1 powertrain solutions for EVs.
Some examples are:
- 500W Onboard Battery Charger for 2-Wheeler EV
- 3-in-1 EV Unit: Inverter, Onboard Charger, DC/DC Converter
- 240W 48V Extended Power Range AC/DC Adapter
- 3.6KW Bi-directional Digital Power DAB System
Founded in 2007 in Goleta, California, Transphorm, with roots from the University of California at Santa Barbara and the Wide Bandgap industry, is built on a foundation of unique technology entrepreneurship. Transphorm, a leading innovator in GaN semiconductors designs, manufactures and sells high-performance and high-reliability GaN power products for a broad spectrum of high-voltage power conversion applications.
Original – Renesas Electronics
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Renesas Electronics Corporation announced consolidated financial results in accordance with IFRS for the three months ended March 31, 2024.
Summary of Consolidated Financial Results (Note 1)
Summary of Consolidated Financial Results for the three months ended March 31, 2024 (Non-GAAP basis) (Note 2)
Three months ended March 31, 2024 Billion yen % of Revenue Revenue 351.8 100.0 Gross profit 199.3 56.7 Operating profit 113.5 32.3 Profit attributable to owners of parent 105.9 30.1 EBITDA (Note 3) 133.8 38.0 Summary of Consolidated Financial Results for the three months ended March 31, 2024 (IFRS basis)
Three months ended March 31, 2024 Billion yen % of Revenue Revenue 351.8 100.0 Gross profit 197.5 56.1 Operating profit 77.8 22.1 Profit attributable to owners of parent 79.9 22.7 EBITDA (Note 3) 125.7 35.7 Reconciliation of Non-GAAP gross profit to IFRS gross profit and Non-GAAP operating profit to IFRS operating profit
(Billion yen)
Three months ended March 31, 2024 Non-GAAP gross profit
Non-GAAP gross margin199.3
56.7%Amortization of purchased intangible assets and depreciation of property, plant and equipment (0.3) Stock-based compensation (0.5) Other reconciliation items in non-recurring
expenses and adjustments (Note 4)(1.1) IFRS gross profit
IFRS gross margin197.5
56.1%Non-GAAP operating profit
Non-GAAP operating margin113.5
32.3%Amortization of purchased intangible assets and depreciation of property, plant and equipment (27.6) Stock-based compensation (5.6) Other reconciliation items in non-recurring expenses and adjustments (Note 4) (2.5) IFRS operating profit
IFRS operating margin77.8
22.1%Note 1: All figures are rounded to the nearest 100 million yen.
Note 2: Non-GAAP figures are calculated by removing or adjusting non-recurring items and other adjustments from GAAP (IFRS) figures following a certain set of rules. The Group believes non-GAAP measures provide useful information in understanding and evaluating the Group’s constant business results.
Note 3: Operating profit + Depreciation and amortization.
Note 4: “Other reconciliation items in non-recurring expenses and adjustments” includes the non-recurring items related to acquisitions and other adjustments as well as non-recurring profits or losses the Group believes to be applicable.
Original – Renesas Electronics
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Renesas Electronics Corporation announced that it has started operations at its Kofu Factory, located in Kai City, Yamanashi Prefecture, Japan. Renesas aims to boost its production capacity of power semiconductors in anticipation of the growing demand in electric vehicles (EVs). To celebrate this milestone, Renesas held an opening ceremony on April 11 with local government officials and partner companies in attendance.
The Kofu Factory previously operated both 150mm and 200mm wafer fabrication lines under Renesas Semiconductor Manufacturing Co., Ltd, a wholly owned subsidiary of Renesas, but ceased operations in October 2014. Renesas made the decision to re-open the factory in May 2022 as a 300-mm wafer fab to support the growing demand for power semiconductors, which is propelled by the industry-wide goal to realize a decarbonized society.
Renesas conducted a 90-billion-yen worth investment in 2022 and has now started operations. The factory will start mass production of IGBTs and other products in 2025, doubling Renesas’ current production capacity for power semiconductors.
“We are proud to announce a remarkable achievement of the Kofu Factory. After its closure in 2014, the Kofu Factory has gone through a transformation and emerged as a dedicated 300-mm wafer fab for power semiconductors, exactly a decade later,” said Hidetoshi Shibata, President and CEO of Renesas.
“We extend our heartfelt thanks to the local governments of Yamanashi Prefecture, Kai City and Showa Town as well as the plant construction companies, equipment vendors, outsourcing and other partner companies. The power semiconductors produced at the Kofu Factory will help maximize the effective use of electricity, which will be in significant demand as EVs and AI continue to proliferate and advance.”
Outline of the Kofu Factory:
- Official Name: Kofu Factory, Renesas Semiconductor Manufacturing Co., Ltd.
- Address: 4617 Nishiyahata, Kai City, Yamanashi Prefecture, Japan
- Date Opened: April 1, 2024
- Size of Clean Room: up to 18,000 square meters
- Products to be Manufactured: IGBTs, Power MOSFETs and other power products
Original – Renesas Electronics
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CG Power and Industrial Solutions Limited, a part of Tube Investments of India Limited and the Murugappa Group, Renesas Electronics Corporation and Stars Microelectronics (Thailand) Public Co. Ltd., a Thailand-based Outsourced Semiconductor Assembly and Test (OSAT) provider; had recently signed a Joint Venture Agreement (JVA) to establish a Joint Venture (JV) to build and operate an OSAT facility in India.
The Union Cabinet, chaired by Prime Minister Shri Narendra Modi, approved the project of the JV under India’s Semiconductor scheme on February 29, 2024.
The JV brings together unique capabilities of the partners with a vision to “Make in India for the World.” CG, with around 86 years of manufacturing expertise, is keen to build semiconductor capabilities and ecosystem in India. Renesas, a leading semiconductor company headquartered in Japan, will provide advanced semiconductor technology and expertise. Stars Microelectronics, a Thai based OSAT, will provide both technology for legacy packages and training and enablement.
The JV will be 92.3% owned by CG, with Renesas and Stars Microelectronics each holding equity capital of approximately 6.8% and 0.9%, respectively. The JV plans to invest INR 7,600 crores over a five-year period, which will be financed through a mix of subsidies, equity, and potential bank borrowings as required.
The JV will set up a state-of-the-art manufacturing facility in Sanand, Gujarat, with a capacity that will ramp up to 15 million units per day. The JV will manufacture a wide range of products – ranging from legacy packages such as QFN and QFP to advanced packages such as FC BGA, and FC CSP. The JV will cater to industries such as automotive, consumer, industrial, 5G, to name a few.
Commenting on this new venture, Mr. S. Vellayan, Chairman, CG Power and Industrial Solutions Limited, said, “CG’s entry into the semiconductor manufacturing marks a strategic diversification for us. Our partners, Renesas and Stars Microelectronics, will make our learning curves steeper and help us focus on innovation and excellence.
This is a very exciting phase for the entire nation, and we are very keen to build out India’s semiconductor capability and ecosystem.”
Mr. Natarajan Srinivasan, Managing Director, CG Power and Industrial Solutions Limited, added, “It is a matter of great pride for CG to implement this project of National importance.”
Commenting on the partnership, Mr. Hidetoshi Shibata, CEO of Renesas said, “India is a critical part of Renesas’ business. We value its innovative landscape and robust potential growth and are committed to accelerating our investment in India. By partnering with the Murugappa Group and Stars Microelectronics, we will bolster India’s semiconductor ecosystem and address the growing semiconductor demand for the customers worldwide.”
Mr. Prompong Chaikul, Chairman of Executive Committee of Stars Microelectronics (Thailand) Public Co., Ltd added, “We are deeply honored to join forces in this thrilling venture. Leveraging our expertise and experience in OSAT, we are committed to providing robust support to ensure the success of this project in India.”
Original – Renesas Electronics
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Renesas Electronics Corporation and Altium Limited, a global leader in electronics design systems, announced they have entered into a Scheme Implementation Agreement (“SIA”) for Renesas to acquire Altium by way of a Scheme of Arrangement under Australian law (“Scheme”). Under the terms of the transaction, subject to satisfaction of a number of conditions, Renesas will acquire all outstanding shares of Altium for a cash price of A$68.50 per share, representing a total equity value of approximately A$9.1 billion (approximately 887.9 billion yen at an exchange rate of 97 yen to the A$) and an enterprise value of A$8.8 billion (approximately 859.3 billion yen at an exchange rate of 97 yen to the A$).
The acquisition enables two industry leaders to join forces and establish an integrated and open electronics system design and lifecycle management platform that allows for collaboration across component, subsystem, and system-level design. The transaction strongly aligns with Renesas’ digitalization strategy and represents the company’s first significant step in bringing enhanced user experience and innovation at the system level for electronics system designers.
As technology advances, the design and integration of electronic systems become increasingly complex. The current electronics system design flow is a complicated and iterative process that involves multiple stakeholders and design steps, from component selection and evaluation to simulation and PCB physical design. Engineers must be able to design systems that are not only functional but also efficient and cost-effective under shortened development cycles.
Together, Renesas and Altium, under a shared vision, aim to build an integrated and open electronics system design and lifecycle management platform that unifies these steps at a system level. The acquisition brings together Altium’s sophisticated cloud platform capabilities with Renesas’ strong portfolio of embedded solutions, combining high-performance processors, analog, power and connectivity.
The combination will also enable integration with third-party vendors across the ecosystem to execute all electronic design steps seamlessly on the cloud. The electronics system design and lifecycle management platform will deliver integration and standardization of various electronic design data and functions and enhanced component lifecycle management, while enabling seamless digital iteration of design processes to increase overall productivity. This brings significantly faster innovation and lowers barriers to entry for system designers by reducing development resources and inefficiencies.
“Development processes continue to evolve and accelerate. With our Purpose “To Make Our Lives Easier” in mind, our vision is to make electronics design accessible to the broader market to allow more innovation through a cloud-based platform,” said Hidetoshi Shibata, CEO of Renesas. “Addition of Altium will enable us to deliver an integrated and open development platform, making it easier for businesses of all sizes and industries to build and scale their systems. We look forward to working with Altium’s talented team as we continue to invest and drive our combined platform to the next level of value for our customers.”
“I strongly believe that electronics is the single most critical industry to building a smart and sustainable world. Renesas’s visionary leadership and commitment to making electronics accessible to all resonates strongly with Altium. Altium’s vision of industry transformation finds its fullest expression in service of this grand vision of Renesas,” said Aram Mirkazemi, CEO of Altium. “Having worked closely with Renesas as a partner for nearly two years, we are excited to be part of the Renesas team as we continue to successfully execute and grow.”
Altium’s history began in 1985 from Australia as one of the world’s first printed-circuit board (PCB) design tool providers. The company has grown into a global market leader with the most popular PCB software tool in use today. Its software tools empower and connect PCB designers, part suppliers and manufacturers to develop and manufacture electronics products faster and more efficiently.
With the addition of the world’s first digital platform for design and realization of electronics hardware, Altium 365, Altium’s leading PCB design software creates seamless collaboration across the entire PCB design process. In June 2023, Renesas announced that it had standardized development of all PCB design on the Altium 365 cloud-based platform from Altium. Renesas has been working with Altium to publish all its products’ ECAD libraries to the Altium Public Vault. With features such as manufacturer part search on Altium365, customers can choose Renesas parts directly from the Altium library for faster time to market.
The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second half of 2024. Completion of the transaction is subject to approval by Altium shareholders, Australian court approval as well as regulatory approvals and other customary closing conditions.
The Altium Board unanimously recommends that Altium shareholders vote in favor of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Altium shareholders. Subject to those same qualifications, each Altium director intends to vote, or cause to be voted, all Altium shares held or controlled by them in favour of the Scheme. Altium will continue to be led by CEO Aram Mirkazemi as a wholly-owned subsidiary of Renesas.
Financial Highlights
The acquisition strengthens Renesas’ financial profile and provides shareholders significant value by accelerating Renesas’ Digitalization strategy.
Financial highlights of the transaction include:
- Purchase of all Altium common stock for A$68.50 per share in cash. This represents a premium of approximately 34% to the closing price of Altium common stock on February 14, 2024, the last trading day prior to the transaction announcement, a premium of approximately 39% to Altium’s one-month volume-weighted average price (“VWAP”) from January 15, 2024, a premium of approximately 46% to Altium’s three-month VWAP from November 15, 2023 and a premium of approximately 31% to Altium’s all-time high closing price.
- The all-cash transaction represents an equity value of approximately A$9.1 billion (approximately 887.9 billion yen at an exchange rate of 97 yen to the A$), and an enterprise value of approximately A$8.8 billion (approximately 859.3 billion yen at an exchange rate of 97 yen to the A$).
- The transaction is immediately accretive to earnings without synergies; the combined company expects to achieve earnings impact from revenue and cost synergies after the completion of the transaction. Altium brings US$263 million revenue, 36.5% EBITDA margin, and 77% recurring revenue. These metrics are based on Altium’s fiscal year ended June 30, 2023.
- Renesas plans to finance the transaction with bank loans and cash on hand and the transaction is not subject to any financing condition.
- Renesas expects to deleverage its Net debt/Non-GAAP EBITDA multiple to <1.0x within 3 years after the completion of the transaction.
Advisors and counsel
Deutsche Bank is serving as exclusive financial advisor to Renesas; DLA Piper LLP, Covington & Burling LLP and Nagashima Ohno & Tsunematsu are serving as Renesas’ legal counsel. J.P. Morgan Securities LLC is serving as exclusive financial advisor to Altium; King & Wood Mallesons and Reed Smith LLP are serving as Altium’s legal counsel.
Original – Renesas Electronics
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Renesas Electronics Corporation announced consolidated financial results in accordance with IFRS for the year ended December 31, 2023.
Summary of Consolidated Financial Results (Note 1, 4)
Year ended December 31, 2023 Billion Yen % of Revenue Revenue 1,469.4 100.0 Operating profit 390.8 26.6 Profit attributable to owners of parent 337.1 22.9 Capital expenditures (Note 2) 75.5 Depreciation and amortization 186.0 R&D expenses (Note 3) 233.5 Yen Exchange rate (USD) 140 Exchange rate (EUR) 151 As of December 31, 2023 Billion Yen Total assets 3,167.0 Total equity 2,005.6 Equity attributable to owners of parent 2,001.6 Equity ratio attributable to owners of parent (%) 63.2 Interest-bearing liabilities 667.7 - Note 1: All figures are rounded to the nearest 100 million yen.
- Note 2: Capital expenditures refer to the amount of capital for property, plant and equipment (manufacturing equipment) and intangible assets based on the amount of investment decisions made during the year ended December 31, 2023. However, the investments from Dialog Semiconductor Limited (hereinafter “Dialog”) and Celeno Communications Inc. (hereinafter “Celeno”) are listed as an input basis. It should be noted that as of September 29, 2023, Celeno changed its company name from Celeno Communications Inc. to Renesas Semiconductor Design US Inc.
- Note 3: R&D expenses include capitalized R&D expenses recorded as intangible assets.
- Note 4: The allocation of the acquisition costs for the business combination with Steradian Semiconductors Private Limited (hereinafter “Steradian”) and Panthronics AG (hereinafter “Panthronics”) has been revised at the end of three months ended March 31, 2023, and at the end of the three months ended December 31, 2023, respectively. These revisions have been reflected in the consolidated financial results for the year ended December 31, 2022 as well as the consolidated financial results for the three months ended June 30 and September 30, 2023. As of October 12, 2023, Panthronics changed its corporate name to Renesas Design Austria GmbH.
Original – Renesas Electronics
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Renesas Electronics Corporation and Transphorm, Inc. announced that they have entered into a definitive agreement pursuant to which a subsidiary of Renesas will acquire all outstanding shares of Transphorm’s common stock for $5.10 per share in cash, representing a premium of approximately 35% to Transphorm’s closing price on January 10, 2024, a premium of approximately 56% to the volume weighted average price over the last twelve months and a premium of approximately 78% to the volume weighted average price over the last six months.
The transaction values Transphorm at approximately $339 million. The acquisition will provide Renesas with in-house GaN technology, a key next-generation material for power semiconductors, expanding its reach into fast-growing markets such as EVs, computing (data centers, AI, infrastructure), renewable energy, industrial power conversion and fast chargers/adapters.
Demand for highly efficient power systems is increasing as building blocks for carbon neutrality. To address this trend, an industry-wide transition toward wide bandgap (“WBG”) materials, represented by silicon carbide (“SiC”) and GaN, is also being seen. These advanced materials allow a broader range of voltage and switching frequency than conventional silicon-based devices. To build on this momentum, Renesas has announced the establishment of an in-house SiC production line, supported by a 10 year SiC wafer supply agreement.
Renesas now aims to further expand its WBG portfolio with Transphorm’s expertise in GaN, an emerging material that enables higher switching frequency, lower power losses, and smaller form factors. These benefits empower customers’ systems with greater efficiency, smaller and lighter composition, and lower overall cost.
As such, demand for GaN is predicted to grow by more than 50 percent annually, according to an industry study. Renesas will implement Transphorm’s auto-qualified GaN technology to develop new enhanced power solution offerings, such as X-in-1 powertrain solutions for EVs, along with computing, energy, industrial and consumer applications.
“Transphorm is a company uniquely led by a seasoned team rooted in GaN power and with origins from the University of California at Santa Barbara,” said Hidetoshi Shibata, CEO of Renesas. “The addition of Transphorm’s GaN technology builds on our momentum in IGBT and SiC. It will fuel and expand our power portfolio as a key pillar of growth, offering our customers the full ability to choose their optimal power solutions.”
“Combined with Renesas’ world-wide footprint, breadth of solution offerings and customer relationships, we are excited to pave the way for industry-wide adoption of WBG materials and set the stage for significant growth.
This transaction will also allow us to offer further expanded services to our customers and deliver significant immediate cash value to our stockholders,” said Dr. Primit Parikh, Co-founder, President and CEO of Transphorm and Dr. Umesh Mishra, Co-founder and CTO of Transphorm. “Additionally, it will provide a strong platform for our exceptional team to further Transphorm’s leading GaN technology and products.”
The board of directors of Transphorm has unanimously approved the definitive agreement with respect to the transaction and recommended that Transphorm stockholders adopt such definitive agreement and approve the merger. Concurrently with the execution of the definitive agreement, KKR Phorm Investors L.P., which holds approximately 38.6% of Transphorm’s outstanding common stock, has entered into a customary voting agreement with Renesas to vote in favor of the transaction.
The transaction is expected to close in the second half of calendar year 2024, subject to Transphorm stockholder approval, required regulatory clearances and the satisfaction of other customary closing conditions.
Original – Renesas Electronics
