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Renesas Electronics Announces Determination of Selling Price and Other Matters

TOKYO, Japan, April 18, 2018 ― Renesas Electronics Corporation (TSE:6723, “Renesas”) announced that, with respect to the secondary offering of shares of common stock of Renesas announced on April 3, 2018, 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 Sold262,870,800 shares of common stock of Renesas, which is the sum of (i) through (iii) below.
  • (i)  

    46,941,200 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)  

    187,764,900 shares of common stock of Renesas to be underwritten and purchased by the international underwriters in the International Secondary Offering.

  • (iii)  

    A maximum of 28,164,700 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 of common stock of Renesas.

(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:

  • Innovation Network Corporation of Japan     40,671,900 shares
  • Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account)     3,364,000 shares
  • Hitachi, Ltd     2,905,300 shares
  • (ii)  

    Shares to be underwritten and purchased by the international underwriters in the International Secondary Offering as described in (1)(ii) above:

  • Innovation Network Corporation of Japan     162,687,700 shares
  • Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account)     13,456,200 shares
  • Hitachi, Ltd     11,621,000 shares
  • (iii)  

    (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:

  • Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account)     15,112,900 shares
  • Hitachi, Ltd     13,051,800 shares
(3)Selling Price*11,083 yen per share
(4)Aggregate Amount of Selling Price*2284,689,076,400 yen
(5)Purchase Price*1The purchase price in respect of the shares to be sold by Innovation Network Corporation of Japan
1,073.68 yen per share
The purchase price in respect of the shares to be sold by other sellers
1,058.63 yen per share
(6)Aggregate Amount of Purchase Price*2281,343,476,984 yen
(7)Subscription Period (for the Japanese offering)From Thursday, April 19, 2018 to Friday, April 20, 2018
(8)Delivery DateThursday, April 26, 2018

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.

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 Sold7,041,100 shares of common stock of Renesas
(2)Selling Price1,083 yen per share
(3)Aggregate Amount of Selling Price7,625,511,300 yen
(4)Subscription PeriodFrom Thursday, April 19, 2018
to Friday, April 20, 2018
(5)Delivery DateThursday, April 26, 2018

<Reference>

1. Calculation of Selling Price

(1)Base Date for Calculation and Price on Base DateWednesday, April 18, 20181,117 yen
(2)Discount Rate 3.04%

 

2. Exercise Period of Green Shoe Option

From Thursday, April 26, 2018 to Friday, May 18, 2018

 

3. Syndicate Cover Transaction Period

From Saturday, April 21, 2018 to Friday, May 18, 2018

 

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 and 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.

(FORWARD-LOOKING STATEMENTS)

The statements in this press release with respect to the plans, strategies and financial outlook 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, products and services in the marketplace; ability to continue to win acceptance of products and services in these highly competitive markets; and fluctuations in currency exchange rates, particularly between the yen and the U.S. dollar. Among other factors, downturn of the world economy; deteriorating financial conditions in world markets, or deterioration in domestic and overseas stock markets, may 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 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 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.

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