Addition of Altium’s Design Software and Cloud
Platform Capabilities Enables Renesas to Create System-Level
Integrated and Open Electronics System Design and Lifecycle
Management Platform; Bolsters Renesas’ Digitalization Strategy
Renesas Electronics Corporation (“Renesas”, TSE: 6723), a
supplier of advanced semiconductor solutions, and Altium Limited
(“Altium”, ASX: ALU), a global leader in electronics design
systems, today 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.
Zoom Webcast information
Renesas and Altium management will host a webcast to discuss
details of the transaction at 12:00 p.m. Sydney Time / 10:00 a.m.
Japan Time today / 5:00 p.m. Pacific Standard Time on February 14.
Shareholders, analysts, investors and media are invited to join the
live webcast by registering using the following link:
https://us06web.zoom.us/webinar/register/WN_UZNbsq0GRP63mrabGLcOuA
After registering, you will receive a confirmation email
containing details to access the webinar via conference call or
webcast.
A recording and the accompanying presentation relating to the
transaction will be available on the investor relations section of
the Renesas website after the event.
About Renesas
Renesas Electronics Corporation (TSE: 6723) empowers a safer,
smarter and more sustainable future where technology helps make our
lives easier. The leading global provider of microcontrollers,
Renesas combines our expertise in embedded processing, analog,
power and connectivity to deliver complete semiconductor solutions.
These Winning Combinations accelerate time to market for
automotive, industrial, infrastructure and IoT applications,
enabling billions of connected, intelligent devices that enhance
the way people work and live. Learn more at renesas.com. Follow us
on LinkedIn, Facebook, X, YouTube, and Instagram.
About Altium
Altium, Limited (ASX: ALU) is a global software company
headquartered in San Diego, California, who are accelerating the
pace of innovation through electronics. For over 30 years, Altium
has been delivering 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 to design and realize electronics-based
products.
Cautionary 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 completion of the
Acquisition and certain plans and objectives of Renesas with
respect thereto. 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’, ‘target’, ‘continue’, ‘estimate’, ‘expect’,
‘‘forecast’, ‘intend’, ‘may’, ‘plan’, ‘goal’, ‘believe’, ‘hope’,
‘aims’, ‘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 developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, 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 developments to
differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to be correct and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at 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 significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to 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
statement as a result of new information, future events or
otherwise, except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
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 environments, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or dispositions. If any
one or more of these risks or uncertainties materializes or if any
one or more of the assumptions prove incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors.
No member of the Renesas group or the Altium group nor any of
their respective associates, directors, officers, employers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Except as expressly provided in this announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Renesas group or the Altium group. All subsequent
oral or written forward-looking statements attributable to any
member of the Renesas group or the Altium group, or any of their
respective associates, directors, officers, employers or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
(Remarks) All names of products or services mentioned in this
press release are trademarks or registered trademarks of their
respective owners.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240214067182/en/
Media Contacts:
Renesas Kyoko Okamoto / Makie Uehara +81
3-6773-3001 pr@renesas.com
Altium Ben Wilson GRACosway +61 407 966083
Joel Labi GRACosway +61 450 582 360
Investor Relations Contacts:
Renesas Fujiko Yamaguchi / Yuma Nakanishi +81
3-6773-3002 ir@renesas.com
Altium Kim Besharati +1 760 828 3567
Kim.Besharati@altium.com
Sam Weiss – Chairman (Aus based)
contact via Company Secretary Tanya Thomas +61 421 041 355
tanya.thomas@altium.com
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