TOKYO, Japan, June 12, 2017 ― Renesas Electronics Corporation (TSE:6723, “Renesas”) announced that, with respect to the secondary offering of shares of common stock of Renesas announced on May 18, 2017 and May 31, 2017, the selling price and other matters have been determined today as set forth below.
1. Secondary offering of shares of Renesas (Japanese Secondary Offering by way of Underwriting and Purchase and International Secondary Offering)
| (1) | Class and Number of Shares to be Sold | 403,148,000 shares of common stock of Renesas, which is the sum of (i) through (iii) below.
|
|---|---|---|
| (2) | Sellers and Number of Shares to be Sold |
(i) Shares to be underwritten and purchased by the Japanese underwriters in the Japanese Secondary Offering by way of Underwriting and Purchase as described in (1)(i) above:
(ii) Shares to be underwritten and purchased by the international underwriters in the International Secondary Offering as described in (1)(ii) above:
(iii) Maximum number of shares of common stock of Renesas, which will be subject to the option to be granted to the international underwriters in the International Secondary Offering for purchase of additional shares as described in (1)(iii) above:
|
| (3) | Selling Price*1 | 825 yen per share |
| (4) | Aggregate Amount of Selling Price*2 | 332,597,100,000 yen |
| (5) | Purchase Price*1 | The purchase price in respect of the shares to be sold by Innovation Network Corporation of Japan 817.90 yen per share The purchase price in respect of the shares to be sold by other sellers 806.43 yen per share |
| (6) | Aggregate Amount of Purchase Price*2 | 328,754,532,176 yen |
| (7) | Subscription Period (for the Japanese offering) | From Tuesday, June 13, 2017 to Wednesday, June 14, 2017 |
| (8) | Delivery Date | Tuesday, June 20, 2017 |
Notes:
*1 The underwriters will underwrite and purchase the shares at the purchase price and make secondary offerings at the selling price.
*2 Assuming that the option described in (1) (iii) above will be exercised in full by the international underwriters.
2. Secondary offering of shares of Renesas (secondary offering by way of over-allotment)
| (1) | Class and Number of Shares to be Sold | 19,284,900 shares of common stock of Renesas |
|---|---|---|
| (2) | Selling Price | 825 yen per share |
| (3) | Aggregate Amount of Selling Price | 15,910,042,500 yen |
| (4) | Subscription Period | From Tuesday, June 13, 2017 to Wednesday, June 14, 2017 |
| (5) | Delivery Date | Tuesday, June 20, 2017 |
Reference
1. Calculation of Selling Price
| (1) | Base Date for Calculation and Price on Base Date | Monday, June 12, 2017 | 1,037 yen |
|---|---|---|---|
| (2) | Discount Rate | 20.44% | |
Note: Determined by taking into account market demand based on the tentative selling price (750 yen to 900 yen per share), which was determined on Wednesday, May 31, 2017, and other conditions.
2. Exercise Period of Green Shoe Option
From Tuesday, June 20, 2017 to Tuesday, June 27, 2017
3. Syndicate Cover Transaction Period
From Thursday, June 15, 2017 to Tuesday, June 27, 2017
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.
(FORWARD-LOOKING STATEMENTS)
The statements in this press release with respect to the plans, strategies and forecasts of Renesas and its consolidated subsidiaries (collectively “we”) are forward-looking statements involving risks and uncertainties. Such forward-looking statements do not represent any guarantee by management of future performance. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “continue,” “endeavor,” “estimate,” “expect,” “initiative,” “intend,” “may,” “plan,” “potential,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target,” “will” and similar expressions to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements discuss future expectations, identify strategies, contain projections of our results of operations or financial condition, or state other forward-looking information based on our current expectations, assumptions, estimates and projections about our business and industry, our future business strategies and the environment in which we will operate in the future. Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those contained or implied in any forward-looking statement, including, but not limited to: general economic conditions in our markets, which are primarily Japan, North America, Asia and Europe; demand for, and competitive pricing pressure on, our products and services in the marketplace; our ability to continue to win acceptance of its products and services in these highly competitive markets; and movements in currency exchange rates, particularly the rate between the yen and the U.S. dollar. Among other factors, a worsening of the world economy, a worsening of financial conditions in the world markets, and a deterioration in the domestic and overseas stock markets, would cause actual results to differ from the projected results forecast.
This press release is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this presentation, which neither we nor our advisors or representatives are under an obligation to update, revise or affirm.
(Remarks) All registered trademarks or trademarks are the property of their respective owners.
Note: This press release has been prepared for the purpose of announcing to the public certain matters relating to the secondary offering of shares of Renesas Electronics Corporation, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors should review the prospectus, as well as amendments thereto, 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.