June 23, 2021

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:

(1)

Number of New Shares to be Issued

2,067,600 shares
(Shares scheduled to be issued: 3,637,300 shares)

(2)

Amount to be Paid

1,151.70 yen per share

(3)

Aggregate Amount to be Paid

2,381,254,920 yen

(4)

Amount of Share Capital and Legal Capital Surplus to be Increased

Amount of share capital to be increased:
1,190,627,460 yen
Amount of legal capital surplus to be increased:
1,190,627,460 yen

(5)

Subscription Date

June 25, 2021

(6)

Payment Date

June 28, 2021

<Reference>

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

(1)

Current total number of issued shares:

1,928,408,490 shares

(Note)
(2)

Number of shares to be increased by the issuance of new shares by way of third-party allotment:

2,067,600 shares

 
(3)

Total number of issued shares after the issuance of new shares by way of third-party allotment:

1,930,476,090 shares

 

(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.

(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 issuance of new shares by way of third-party allotment of Renesas, 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. 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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