TOKYO, Japan, April 3, 2018 ― Renesas Electronics Corporation (TSE:6723, “Renesas”) today announced that it has resolved, at the Board of Directors’ meeting held on April 3, 2018, matters relating to a secondary offering of shares of common stock of Renesas 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 | 262,870,800 shares of common stock of Renesas, which is the sum of (i) through (iii) below.
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| (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:
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| (3) | Method of Secondary Offering | The secondary offerings will be concurrently conducted in Japan and overseas.
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| (4) | Selling Price | The selling price is currently undecided, but shall be determined on a date during the period from Wednesday, April 18, 2018 to Friday, April 20, 2018 (the “Determination Date”) based on the tentative selling price calculated by multiplying the closing price of the shares of common stock of Renesas on the Tokyo Stock Exchange, Inc. on the Determination Date (or, if no closing price is quoted on such date, the closing price of the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen being rounded down), in accordance with the method stated in Article 25 of the Regulations concerning Underwriting of Securities, etc. of the Japan Securities Dealers Association, taking into account market demand and other conditions. |
| (5) | Compensation for the Underwriters | Renesas shall not pay any underwriting commissions to the Underwriters. However, the aggregate amount of the difference between (a) the selling price and (b) the purchase price to be paid to the sellers by the Underwriters in each offering shall constitute proceeds to the Underwriters. |
| (6) | Subscription Period (for the Japanese offering) | The subscription period shall be from the business day immediately following the Determination Date to the second business day immediately following the Determination Date. |
| (7) | Delivery Date | The delivery date shall be a day during the period from Thursday, April 26, 2018 to Tuesday, May 1, 2018, which is the sixth business day immediately following the Determination Date. |
| (8) | Subscription Deposit | The subscription deposit shall be the same as the selling price per share. |
| (9) | Subscription Unit | 100 shares |
| (10) | In addition to the matters set forth above, determination and approval of the matters required for the Japanese Secondary Offering by way of Underwriting and Purchase and the International Secondary Offering shall be delegated to the Representative Directors or the Executive Vice President, Member of the Board and CFO. | |
2. Secondary offering of shares of Renesas (secondary offering by way of over-allotment) (See <Reference> 2.below.)
| (1) | Class and Number of Shares to be Sold | 7,041,100 shares of common stock of Renesas (maximum) The number of shares mentioned above is the maximum number of shares to be sold. The above number may decrease, or the secondary offering by way of over-allotment may be cancelled entirely, depending on market demand and other conditions of the Japanese Secondary Offering by way of Underwriting and Purchase. The final number of shares to be sold shall be determined on the Determination Date, taking into account market demand and other conditions of the Japanese Secondary Offering by way of Underwriting and Purchase. |
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| (2) | Seller | The designated Japanese underwriter |
| (3) | Method of Secondary Offering | Taking into account market demand and other conditions of the Japanese Secondary Offering by way of Underwriting and Purchase, the designated Japanese underwriter will make a secondary offering in Japan of up to 7,041,100 shares of common stock of Renesas, which it will borrow from the shareholders of Renesas. |
| (4) | Selling Price | The selling price is currently undecided, but will be determined on the Determination Date; provided, however, that such selling price shall be the same as the selling price in the Japanese Secondary Offering by way of Underwriting and Purchase. |
| (5) | Subscription Period | The subscription period shall be the same as the subscription period in respect of the Japanese Secondary Offering by way of Underwriting and Purchase. |
| (6) | Delivery Date | The delivery date shall be the same as the delivery date in respect of the Japanese Secondary Offering by way of Underwriting and Purchase. |
| (7) | Subscription Deposit | The subscription deposit shall be the same as the selling price per share. |
| (8) | Subscription Unit | 100 shares |
| (9) | In addition to the matters set forth above, determination and approval of the matters required for the secondary offering by way of over-allotment shall be delegated to the Representative Directors or the Executive Vice President, Member of the Board and CFO. | |
<Reference>
1. Purpose of the secondary offering of shares
Renesas expects an expansion of the investor base and improvement of liquidity through these secondary offerings.
2. Secondary offering by way of over-allotment
The secondary offering by way of over-allotment as explained in “2. Secondary offering of shares of Renesas (secondary offering by way of over-allotment)” above is a secondary offering by the designated Japanese underwriter of shares of common stock of Renesas in Japan to be conducted in connection with the Japanese Secondary Offering by way of Underwriting and Purchase as stated in “1. Secondary offering of shares of Renesas (Japanese Secondary Offering by way of Underwriting and Purchase and International Secondary Offering)” above, taking into account market demand and other conditions, with up to 7,041,100 shares of common stock of Renesas borrowed from the shareholders of Renesas (the “Borrowed Shares”). The number of shares to be sold in the secondary offering by way of over-allotment is the maximum number thereof, and such number may decrease or the secondary offering by way of over-allotment may be cancelled entirely, depending on market demand and other conditions.
In the event that the secondary offering by way of over-allotment is conducted, the designated Japanese underwriter will be granted by the aforementioned shareholders of Renesas, the rights to purchase additional shares of common stock of Renesas (the “Green Shoe Option”), up to the number of shares in the secondary offering by way of over-allotment, during an exercise period from the delivery date of the Japanese Secondary Offering by way of Underwriting and Purchase and the secondary offering by way of over-allotment to Friday, May 18, 2018.
The designated Japanese underwriter may, during the subscription period for the Japanese Secondary Offering by way of Underwriting and Purchase and the secondary offering by way of over-allotment (the “Subscription Period”), conduct stabilizing transactions in relation to the shares of common stock of Renesas, and the shares purchased through such stabilizing transactions may be used, in whole or in part, to return the Borrowed Shares.
The designated Japanese underwriter may also purchase shares of common stock of Renesas on the Tokyo Stock Exchange, Inc., up to the number of shares in the secondary offering by way of over-allotment (the “Syndicate Cover Transactions”) during the period from (a) the day immediately following the last day of the Subscription Period to (b) Friday, May 18, 2018 (the “Syndicate Cover Transaction Period”), and all of the shares purchased through the Syndicate Cover Transactions will be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period, the designated Japanese underwriter may cancel the Syndicate Cover Transactions entirely or may terminate the Syndicate Cover Transactions before the number of shares purchased reaches the number of shares to be sold in the secondary offering by way of over-allotment, in its own discretion.
The residual portion of the Borrowed Shares after the returning of shares by using the shares acquired through Syndicate Cover Transactions and/or stabilizing transactions will be returned by designated Japanese underwriter through its exercise of the Green Shoe Option. The transactions stated above will be made by the designated Japanese underwriter after consultation with the joint lead managers of the Japanese Secondary Offering by way of Underwriting and Purchase.
3. Lock-up
In connection with the Japanese Secondary Offering by way of Underwriting and Purchase and the International Secondary Offering, Innovation Network Corporation of Japan, which is the seller in the Japanese Secondary Offering by way of Underwriting and Purchase and International Secondary Offering, will agree with the joint global coordinators not to conduct a sale, etc. of the shares of Renesas, securities convertible or exchangeable for shares of Renesas, or securities that represent rights to acquire or receive shares of Renesas (excluding the Japanese Secondary Offering by way of Underwriting and Purchase and the International Secondary Offering, etc.), for a period commencing on the Determination Date and ending on the date 180 calendar days from and including the delivery date of the relevant offerings, without the prior written consent of the joint global coordinators (which consent shall not be unreasonably withheld or delayed).
In addition, Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account) and Hitachi, Ltd., which are the sellers in the Japanese Secondary Offering by way of Underwriting and Purchase and International Secondary Offering, and DENSO Corporation, Mitsubishi Electric Corporation, Toyota Motor Corporation and Canon Inc. which are the shareholders of Renesas, will agree with the joint global coordinators not to conduct a sale, etc. of the shares of Renesas, securities convertible or exchangeable for shares of Renesas, or securities that represent rights to acquire or receive shares of Renesas (excluding the Japanese Secondary Offering by way of Underwriting and Purchase and the International Secondary Offering, etc.), for a period commencing on the Determination Date and ending on the date 180 calendar days from and including the delivery date of the relevant offerings, without the prior written consent of the joint global coordinators.
Renesas will also agree with the joint global coordinators not to conduct an issuance, etc. of the shares of Renesas, securities convertible or exchangeable for shares of Renesas, or securities that represent rights to acquire or receive shares of Renesas (excluding the issuance of new shares in relation to a stock split and the issuance of new shares upon the exercise of certain subscription rights to shares, etc.), for a period commencing on the Determination Date and ending on the date 90 calendar days from and including the delivery date of the relevant offerings, without the prior written consent of the joint global coordinators.
In either of the aforementioned cases, the joint global coordinators have the authority to wholly or partially cancel the relevant agreements at their discretion.
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)
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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.
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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 (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.