Notice Regarding Business Transfer by Our Consolidated Subsidiary

Background and Purpose of the Transfer

As part of its medium- to long-term growth strategy, Renesas Electronics has decided to transfer its timing business to SiTime Corporation. The transferred business unit has enjoyed high market evaluations for many years, and by leveraging SiTime's cutting-edge MEMS timing technology, it will enable the provision of more advanced products to customers. At the time of transfer, both companies will enter into a memorandum of partnership to explore developing new solutions through silicon-level integration of embedded compute technology and MEMS timing technology.

Overview of the Transfer and Future Outlook

The business to be transferred is the timing business acquired from Integrated Device Technology, Inc. in 2019. For the fiscal year ending December 2024, sales were JPY 30,414 million and operating income was JPY 15,841 million. The transfer price is USD 3,000 million (approximately JPY 468 billion), to be settled by USD 1,500 million in cash and 4.13 million shares of SiTime. The transfer is scheduled to be completed by the end of 2026, with an expected one-time gain of approximately USD 1.5 billion (about JPY 234 billion) to be recorded in the same fiscal year’s consolidated financial statements. The exact timing and amount of the gain will be confirmed after consultation with the audit firm.