Renesas Electronics Corporation (TSE:6723) entered into a Scheme Implementation Agreement to acquire Altium Limited (ASX:ALU) from Hsbc Custody Nominees (Australia) Limited, J.P. Morgan Nominees Australia Limited, Citicorp Nominees Pty. Ltd., National Nominees Limited and others for AUD 9 billion on February 14, 2024. Renesas will acquire all outstanding shares of Altium for a cash price of AUD 68.50 per share, representing a total equity value of approximately AUD 9.1 billion and an enterprise value of AUD 8.8 billion. Renesas plans to finance the transaction with bank loans and cash on hand and the transaction is not subject to any financing condition. As of May 30, 2024, Renesas Electronics entered into a loan agreement with MUFG Bank, Ltd., Mizuho Bank, Ltd., and Sumitomo Mitsui Trust Bank, Ltd. to borrow approximately AUD 9.6 billion to fund a portion of the transaction. Altium will continue to be led by CEO Aram Mirkazemi as a wholly-owned subsidiary of Renesas. In case of termination, Altium to pay a break fee of AUD 91.3 million to Renesas and Renesas to pay a break fee of AUD 410.8 million to Altium.

Completion of the transaction is subject to approval by Altium shareholders, Australian court approval as well as regulatory approvals and other customary closing conditions. Transaction is subject to approval by Australian Foreign Investment Review Board, CFIUS, HSR Act Clearance, German Ministry FDI Approval, German Federal Cartel Office Clearance, Turkish Competition Authority Approval, ASIC and ASX approval. 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. 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. 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 is pleased to announce that the Supreme Court of New South Wales has made the following orders in relation to the Scheme i.e., that Altium convene and hold a meeting of Altium shareholders to consider and vote on the Scheme and approving the distribution to Altium shareholders of the Scheme Booklet, which provides information on the Scheme, the Notice of Scheme Meeting and the Independent Expert?s Report. The Scheme Meeting, at which Altium shareholders will vote on the proposed Scheme, is scheduled to be held on 12 July 2024. The Scheme can be implemented only if, in addition to the satisfaction or waiver of all other conditions precedent, it is approved by the requisite majorities of at least 75% of the total number of votes cast on the Scheme resolution at the Scheme Meeting; and ? more than 50% in number, unless the Court orders otherwise, of eligible Altium shareholders present and voting at the Scheme Meeting.

Deutsche Bank is serving as exclusive financial advisor to Renesas; James F. Stewart and David Ryan of DLA Piper LLP, Mark Plotkin of 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. Kroll Australia Pty Ltd. Acted as independent expert to Altium.