TOKYO, Japan, February 8, 2021― As announced in the press release “Agreement on Commencement of Acquisition Procedure to Make Dialog Semiconductor Plc a Wholly-owned Subsidiary” issued on February 8, 2021, Renesas Electronics Corporation (“Renesas”, TSE: 6723), a premier supplier of advanced semiconductor solutions, and Dialog Semiconductor Plc (“Dialog”, XETRA:DLG), a leading provider of power management, charging, AC/DC power conversion, Wi-Fi and Bluetooth® low energy technology based in the UK, came to an agreement on the terms of a recommended all-cash acquisition by Renesas of the entire issued and to be issued share capital of Dialog (the “Acquisition”).
To produce a portion of the funds for the Acquisition, Renesas today entered into a loan agreement (Facilities Agreement) with the borrowing limit of 735.4 billion yen as described below.
1. Overview of the loan agreement (Facilities Agreement)
(1) Borrowing limit: 735.4 billion yen
(2) Execution date of agreement: February 8, 2021
(3) Period of loan execution:
From the execution date of the Facilities Agreement until February 3, 2022
(4) Repayment date: February 7, 2022
(5) Participating financial institutions: MUFG Bank, Ltd. and Mizuho Bank, Ltd.
(Note) In order for the Acquisition to become effective, approvals by Dialog shareholders, the relevant regulatory authorities and the Court are required. With the forementioned requirements, the Acquisition is expected to be completed by the end of 2021.
2. Future expectations
While the influence of the transaction on Renesas business performance has not yet been determined at present, Renesas will make an announcement in a timely manner once any material impact is made to its business performance. The funds for the Acquisition to be obtained through the loan agreement (Facilities Agreement) will be converted to long term funds, such as equity finance by way of issuance of new shares. It should be noted that depending on the timing or other conditions of the equity finance by way of issuance of new shares, it is entirely possible that some of the borrowing may not take place and instead the funds to be obtained by equity finance by way of issuance of new shares may be used as the payment for the Acquisition.
This press release has been prepared for the purpose of announcing to the public certain matters relating to the execution of facilities agreement for Dialog acquisition, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. In addition, this press release does not constitute an offer or sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
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—securely and safely. A global leader in microcontrollers, analog, power, SoC products and integrated platforms, Renesas provides the expertise, quality, and comprehensive solutions for a broad range of Automotive, Industrial, Home Electronics, Office Automation and Information Communication Technology applications to help shape a limitless future. Learn more at renesas.com.