TOKYO, Japan, 2021 ― As announced in the press releases “Agreement on Commencement of Acquisition Procedure to Make Dialog Semiconductor Plc a Wholly-owned Subsidiary” issued on February 8, 2021 and “Recommended Cash Offer for Dialog Semiconductor Plc by Renesas Electronics Corporation: Publication of Scheme Document” issued on March 8, 2021, Renesas Electronics Corporation (“Renesas”, TSE: 6723), a supplier of advanced semiconductor solutions, has agreed the terms of a recommended cash acquisition of Dialog Semiconductor Plc (“Dialog”, XETRA:DLG) which is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”).
Renesas is pleased to announce that, at the Dialog General Meeting and at the Court Meeting held on April 9, 2021, all resolutions proposed in connection with the Scheme were duly passed by the requisite majorities and, accordingly, the Scheme has been approved by Dialog Shareholders.
As set out in the Scheme Document, the Acquisition remains subject to the satisfaction (or, if capable, waiver) of the remaining Conditions, including certain competition and regulatory approvals as well as the Court’s sanction of the Scheme at the Court Sanction Hearing.
The Scheme is expected to become effective by the end of calendar year 2021. The expected timetable of principal events remains as set out in the Scheme Document. The dates and times given are indicative only and are based on current expectations and are subject to change.
Capitalised terms used but not otherwise defined in this press release have the meanings given to them in the Scheme Document. A copy of the Scheme Document is available on Renesas’ website at: https://www.renesas.com/us/en/about/investor-relations/offer-for-dialog
This press release has been prepared for the purpose of announcing to the public certain matters relating to the passing of resolutions at the Dialog General Meeting and at the Court Meeting held on April 9, 2021 in connection with the 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.
Cautionary note regarding forward-looking statements
This press release may contain certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of Renesas and/or the Combined Group following completion of the Acquisition and certain plans and objectives of Renesas with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as ‘anticipate’, ‘target’, ‘continue’, ‘estimate’, ‘expect’, ‘‘forecast’, ‘intend’, ‘may’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘could’, ‘project’, ‘should’, ‘will’ or other words of similar meaning. These statements are based on assumptions and assessments made by Renesas in light of its experience and perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this press release could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will provide to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this press release.
Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. Renesas undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
No member of the Renesas group nor any of their associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this press release will actually occur.
Except as expressly provided in this press release, no forward-looking or other statements have been reviewed by the auditors of the Renesas group. All subsequent oral or written forward-looking statements attributable to any member of the Renesas group, or any of their associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.