Status: Upcoming/New Filing

Acquirer: Renesas Electronics Corp. (Japan)

Acquired: Intersil Corp. (U.S.)

Value: Approx. US$3.22 Billion

Industry: Semiconductors

On September 13, 2016, Tokyo based Renesas Electronics Corporation, a supplier of advanced semiconductor solutions, and Intersil Corporation, a U.S. based manufacturer of power management and precision analog semiconductors, announced that they have entered into a definitive agreement for Renesas to acquire Intersil in a transaction valued at approximately US$3.22 billion (see Intersil’s Form 8-K SEC Filing; Renesas Press Release, Sept. 13, 2016). The acquisition is expected to close in the first half of 2017, and is subject to clearance by CFIUS, among other regulatory requirements. (See Renesas Press Release, Sept. 13, 2016; Intersil Schedule 14 A, Preliminary Proxy Statement, SEC Filing, Oct. 12, 2016.) According to the Renesas Press Release, the combined entity, having “Renesas’ market-proven microcontroller (MCU) and system-on-chip (SoC) products and technologies and Intersil’s leading power management and precision analog capability . . . will be well positioned to address some of the most exciting opportunities in key areas such as automotive, industrial, cloud computing, healthcare, and the Internet of Things (IoT).” (Renesas Press Release, Sept. 13, 2016.)

Intersil and Renesas filed a joint voluntary draft notice with CFIUS on October 12, 2016. (See Intersil Schedule 14 A, Proxy Statement, SEC Filing, Oct. 31, 2016.) According to Intersil’s Proxy Statement, the parties have been collecting information for a CFIUS filing since June 2016. According to the SEC Filing, on June 20, 2016, the Intersil Board discussed the “approval from CFIUS in light of the classified nature of certain Intersil products and operations, and the potential timing to obtain such approval.” That document also states that it was Intersil’s position that “a reverse termination fee payable to Intersil in the event the CFIUS approval was not obtained.”