TOKYO, Japan ― Renesas Electronics Corporation (“Renesas”, TSE: 6723) today announced that, with respect to the issuance of new shares and the secondary offering of shares of stock of Renesas resolved at the Board of Directors’ meeting held on May 28, 2021, the number of shares to be issued as a result of the exercise of the option granted to the international managers in the International Offering for purchase of additional shares of common stock of Renesas, and the number of shares to be purchased and sold as a result of the exercise of the option granted to the international managers in the International Secondary Offering for purchase of additional shares of common stock of Renesas has been determined as set forth below.
Number of shares to be issued as a result of the exercise of the option granted to the international managers in the International Offering for purchase of additional shares of common stock of Renesas:
10,385,000 shares
Number of shares to be purchased and sold as a result of the exercise of the option granted to the international managers in the International Secondary Offering for purchase of additional shares of common stock of Renesas:
8,833,700 shares
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1. Issuance of new shares through the Japanese Public Offering and the International Offering
192,252,800 shares of common stock of Renesas, which is the sum of (i) through (iii) below.
(i) 36,373,600 shares of common stock of Renesas to be underwritten and purchased by the Japanese underwriters in the Japanese Public Offering.
(ii) 145,494,200 shares of common stock of Renesas to be underwritten and purchased by the international managers in the International Offering.
(iii) 10,385,000 shares of common stock of Renesas to be issued as a result of the exercise of the option granted to the international managers in the International Offering for purchase of additional shares of common stock of Renesas.
2. Secondary offering of shares of Renesas (Japanese Secondary Offering by way of Underwriting and Purchase and International Secondary Offering)
163,535,900 shares of common stock of Renesas, which is the sum of (i) through (iii) below.
(i) 30,940,400 shares of common stock of Renesas to be underwritten and purchased by the Japanese underwriters in the Japanese Secondary Offering by way of Underwriting and Purchase.
(ii) 123,761,800 shares of common stock of Renesas to be underwritten and purchased by the international managers in the International Secondary Offering.
(iii) 8,833,700 shares of common stock of Renesas to be purchased as a result of the exercise of the option granted to the international managers in the International Secondary Offering for purchase of additional shares of common stock of Renesas.
3. Total number of issued shares before and after the issuance of new shares through the Japanese Public Offering and the International Offering
Current total number of issued shares:
1,736,155,690
shares
(Note 1)
Number of shares to be increased by the issuance of new shares through the Japanese Public Offering and the International Offering:
192,252,800
shares
Total number of issued shares after the issuance of new shares through the Japanese Public Offering and the International Offering:
1,928,408,490
shares
(Notes)
1 As Renesas has issued stock acquisition rights, “Current total number of issued shares” refers to the total number of issued shares as of May 31, 2021.
2 In addition to the issuance of new shares through the Japanese Public Offering and the International Offering above, Renesas may additionally issue up to 3,637,300 shares of common stock of Renesas to the designated Japanese underwriter by way of third-party allotment (the “Third-Party Allotment”) in connection with the secondary offering by way of over-allotment, with the payment date set to be June 28, 2021.
4. Use of Proceeds
In February 2021, Renesas reached an agreement with Dialog Semiconductor Plc (“Dialog”), a UK.-headquartered analog semiconductor supplier, to acquire the entire issued and to be issued share capital of Dialog and thereby make Dialog a wholly owned subsidiary of Renesas (the “Acquisition”). The Acquisition consideration of the entire issued and to be issued share capital of Dialog totals approximately EUR 4,886 million (approximately 615.7 billion yen based on the exchange rate as of February 3, 2021 of 126 yen per Euro). Renesas executed a Facilities Agreement with MUFG Bank, Ltd. and Mizuho Bank, Ltd., (borrowing limit: 735.4 billion yen) to procure necessary funds for the Acquisition. The fundraising through the issuance of new shares is intended to convert a part of funds to be obtained through such Facilities Agreement to long-term funds. Accordingly, Renesas intends to use the aggregate maximum amount of proceeds of 224,410,628,170 yen to be obtained from the Japanese Public Offering, the International Offering and the Third-Party Allotment to fund a part of the purchase price for the Acquisition. In this case, Renesas will not borrow the equivalent amount through the Facilities Agreement. The Acquisition is expected to close by the end of calendar year 2021.
However, if any of the Japanese Public Offering, the International Offering and the Third-Party Allotment are consummated after the payment date of the purchase price for the Acquisition, the proceeds from such delayed financing will be used to repay a part of borrowings under the Facilities Agreement that Renesas procures for payment of the purchase price for the Acquisition.
Although, the Acquisition is expected to close by the end of calendar year 2021 as noted above, the closing of the Acquisition is subject to, among other things, the sanction by the UK court and regulatory approvals from the relevant countries; therefore, the Acquisition may not be consummated if any or all of these conditions are not met.
In the event that the Acquisition is not consummated, the proceeds will be used in whole or in part for repayments of existing borrowings, investments in the businesses, capital expenditure or working capital.
In either case, the proceeds will be managed in a bank account until actual expenditure.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power, and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, and YouTube.
(Remarks) All names of products or services mentioned in this press release are trademarks or registered trademarks of their respective owners.
Note:
This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and the secondary offering of shares of Renesas, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors should review the shelf registration prospectus, shelf registration supplemental prospectus (if prepared) and the prospectus for the secondary offering of shares, as well as amendments thereto (if any), prepared by Renesas prior to making any investment decisions in Japan, and should make such decisions at their own discretion. In addition, this press release does not constitute an offer or sale of securities in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
The content in the press release, including, but not limited to, product prices and specifications, is based on the information as of the date indicated on the document, but may be subject to change without prior notice.