Renesas Electronics Corporation entered into a Scheme Implementation Agreement to acquire Altium Limited from Hsbc Custody Nominees Limited, J.P. Morgan Nominees Australia Limited, Citicorp Nominees Pty. Ltd., National Nominees Limited and others for AUD 9 billion.
February 13, 2024
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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. 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.
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.
Altium Limited is a global software company. The Company is engaged in the development and sales of computer software for the design of electronic products and an online collaboration platform to facilitate the manufacturing of them. It focuses on electronics design systems for 3D printed circuit board (PCB) design and embedded system development. The Companyâs segments include Design Software and Cloud Platform. The Design Software segment includes printed circuit board (PCB) business for the Americas, Europe, Middle East, Africa (EMEA), China and Asia-Pacific, as well as other products sold through partner channels. The Cloud Platform includes Nexar, Octopart and manufacturing units. Its products include ACTIVEBOM, ActiveRoute, Altium 365, Altium Concord Pro, Altium Designer, Altium NEXUS, Altium Vault, Autotrax, Camtastic, Ciiva, CIIVA SMARTPARTS, CircuitMaker, CircuitStudio, Common Parts Library, Draftsman, DXP, Easytrax, EE Concierge, NanoBoard, NATIVE 3D, OCTOMYZE, and Octopart.
Renesas Electronics Corporation entered into a Scheme Implementation Agreement to acquire Altium Limited from Hsbc Custody Nominees Limited, J.P. Morgan Nominees Australia Limited, Citicorp Nominees Pty. Ltd., National Nominees Limited and others for AUD 9 billion.
ALTIUM LIMITED 
