TOKYO ― Renesas Electronics will acquire Altium for A$9.1 billion (US$5.9 billion) in cash, subject to a number of conditions. The deal has an enterprise value of A$8.8 billion ($5.7 billion).

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.

Renesas plans to finance the transaction with bank loans and cash on hand and the transaction is not subject to any financing conditions. Altium will continue to be led by CEO Aram Mirkazemi as a wholly-owned subsidiary of Renesas.

The acquisition enables two industry leaders to join forces and establish an integrated and open electronics system design and lifecycle management platform that permits collaboration across component, subsystem, and system-level design, the companies said in a press release. Renesas said the transaction aligns with its digitalization strategy and represents its first significant step in bringing enhanced user experience and innovation at the system level for electronics system designers.

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 cloud platform capabilities with Renesas’ 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 electronics design steps on the cloud. The electronics system design and lifecycle management platform will deliver integration and standardization of various electronics design data and functions and enhanced component lifecycle management, while enabling seamless digital iteration of design processes to increase overall productivity.

“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 common stockholders will receive A$68.50 per share in cash, a premium of approximately 34% to the closing price of Altium common stock on February 14 and a premium of approximately 39% to Altium's one-month volume-weighted average price from January 15.

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 expects to deleverage its Net debt/Non-GAAP EBITDA multiple to

Altium’s history began in 1985 from Australia as a printed-circuit board (PCB) design tool provider. 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.

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