TOKYO, Japan ― Renesas Electronics Corporation (“Renesas”, TSE: 6723) today announced that, with respect to the issuance of new share by way of third- party allotment resolved at the Board of Directors’ meeting held on May 28, 2021, the allottee notified Renesas that it will subscribe for a part of the shares scheduled to be issued as follows:
Number of New Shares to be Issued
(Shares scheduled to be issued: 3,637,300 shares)
Amount to be Paid
1,151.70 yen per share
Aggregate Amount to be Paid
Amount of Share Capital and Legal Capital Surplus to be Increased
Amount of share capital to be increased:
Amount of legal capital surplus to be increased:
June 25, 2021
June 28, 2021
1. The third-party allotment was resolved at the Board of Directors’ meeting held on May 28, 2021, together with the issuance of new shares through the Japanese Public Offering and the International Offering, the secondary offering of shares of Renesas (Japanese Secondary Offering by way of Underwriting and Purchase and International Secondary Offering) and the secondary offering of shares of Renesas (secondary offering by way of over-allotment). For more information regarding the third-party allotment, please refer to the press releases “Renesas Announces Issuance of New Shares and Secondary Offering of Shares” dated May 28, 2021 and “Renesas Announces Determination of Issue Price, Selling Price and Other Matters” dated on June 9, 2021.
2. Total number of issued shares before and after the third-party allotment
Current total number of issued shares:
Number of shares to be increased by the issuance of new shares by way of third-party allotment:
Total number of issued shares after the issuance of new shares by way of third-party allotment:
(Note) As Renesas has issued stock acquisition rights, “Current total number of issued shares” refers to the aggregate number of (i) the total number of issued shares as of May 31, 2021 (1,736,155,690 shares) and (ii) the number of issued shares increased by the issuance of new shares through the public offering (the Japanese Public Offering and the International Offering) conducted on June 15, 2021 (192,252,800 shares).
3. 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 amount of proceeds of 222,610,804,680 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.
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