Renesas and Altium Announce Completion of Regulatory Review Related to Renesas’ Planned Acquisition of Altium

The acquisition is expected to close on August 1, 2024. (JST/AEST)

TOKYO AND SAN DIEGO–(BUSINESS WIRE)–#Altium–Renesas Electronics Corporation (“Renesas”, TSE: 6723), a leading provider of advanced semiconductor solutions, and Altium Limited (“Altium”, ASX: ALU), a global leader in electronic design systems, received notification from the Committee on Foreign Investment in the United States (“CFIUS”) on July 1, 2024 (PDT) that its investigation into the proposed business combination transaction by arrangement (the “Arrangement”) has been concluded and that there are no outstanding national security issues in connection with the Transaction.

CFIUS approval was the last outstanding regulatory approval required to complete the transaction. All required regulatory approvals for the Program in Australia, Germany, Turkey and the United States have been satisfied.

The Scheme remains subject to the satisfaction or (if applicable) waiver of certain other conditions set out in the Scheme Brochure, including a meeting of Altium shareholders (the “Scheme Meeting”) to be held at 9:00 a.m. on 12 July 2024 (AEST) at which Altium shareholders will vote on the proposed Scheme. If the Scheme is approved by the required majority of Altium shareholders, a second court hearing will be held in the Supreme Court of New South Wales (the “Court”) on 18 July 2024 (AEST) to consider approval of the Scheme.

The implementation date of the Plan is expected to be August 1, 2024 (JST/AEST), subject to customary closing conditions. An announcement will be made on August 1, 2024 (JST/AEST) when the acquisition is implemented.

All dates following the Planning Meeting are indicative and subject to, among other things, any necessary Court approvals.

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) (“Renesas”) delivers trusted embedded device design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. Renesas, a global leader in microcontrollers, analog, power and SoC products, provides comprehensive solutions for a wide range of automotive, industrial, infrastructure and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitterand YouTube.

About Altium

Altium Limited (ASX: ALU) is a global software company headquartered in San Diego, California, that accelerates the pace of innovation through electronics. For over 30 years, Altium has delivered software that maximizes the productivity of PCB designers and electrical engineers. From individual inventors to multinational corporations, more PCB designers and engineers choose Altium software than any other tool for designing and realizing electronics-based products.

Note Regarding Forward-Looking Statements

This announcement may contain certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of Renesas and/or Altium and/or the combined group following the completion of the Acquisition and certain of Renesas’ plans and objectives in connection therewith. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as “anticipate,” “aim,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “goal,” “believe,” “hope,” “seek,” “continue,” “could,” “project,” “should,” “will” or other words of similar meaning. These statements are based on assumptions and assessments made by Renesas and/or Altium (as applicable) in light of their experience and perception of historical trends, current conditions, future events and other factors they believe to be appropriate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and events to differ materially from those expressed or implied by such forward-looking statements. Although the expectations reflected in such forward-looking statements are believed to be reasonable, no assurance can be given that such expectations will prove to be correct and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could materially affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied by any forward-looking statements. Because of such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Neither Renesas nor Altium undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

There are several factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environment, market and regulatory forces, future exchange rates and interest rates, changes in tax rates and future business combinations or divestitures. If any of these risks or uncertainties materialize or if any of these risks or uncertainties If assumptions prove incorrect, actual results could differ materially from those anticipated, estimated or projected. Such forward-looking statements should therefore be interpreted in light of such factors.

Neither Renesas nor Altium, nor any of their respective associates, directors, officers, employers or advisors, makes any representation, warranty or guarantee that the events expressed or implied by any forward-looking statements contained in this announcement will actually occur.

Except as expressly set forth in this announcement, the auditors of Renesas or Altium have not reviewed any forward-looking statements or other statements. All subsequent oral or written forward-looking statements attributable to any member of Renesas or Altium or any of their respective associates, directors, officers, employers or advisors are expressly qualified in their entirety by the foregoing cautionary statement.

(Notes) All product and service names mentioned in this press release are trademarks or registered trademarks of their respective owners.

Communication

Media contacts:

Renezas
Kyoko Okamoto / Makie Uehara

+81 3-6773-3001

(email protected)

Altium
Ben Wilson

GRACosway

+61 407 966083

Contacts for investors:

Renezas
Yuma Nakanishi

+81 3-6773-3002

(email protected)

Altium
Sam Weiss – Chairman

(email protected)