June 30, 2021

TOKYO, Japan, June 30, 2021 ― Renesas Electronics Corporation (“Renesas”, TSE:6723), a premier supplier of advanced semiconductor solutions, today announced it has entered into an amendment agreement (the “Amendment Agreement”) with MUFG Bank, Ltd. and Mizuho Bank, Ltd. to partially amend the the Facilities Agreement with the borrowing limit of 735.4 billion yen announced in the press release “Execution of Facilities Agreement for Dialog Acquisition” published on February 8, 2021.

Renesas came to an agreement with Dialog Semiconductor Plc (“Dialog”) 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”), as announced in the press release “Agreement on Commencement of Acquisition Procedure to Make Dialog Semiconductor Plc a Wholly-owned Subsidiary” published on February 8, 2021. On the other hand, as mentioned in the press release “Renesas Announces Determination of Number of New Shares to be Issued by Way of Third-Party Allotment” published on June 23, 2021, through the issuance of new shares, Renesas raised 222.6 billion yen as a result of fundraising. Therefore, both net proceeds from the fundraising and Renesas’ cash on hand are appropriated for the funds of the Acquisition. Accordingly, the amount of each facility has been amended in the Amendment Agreement.

<Before amendment>
Facility A: 305.9 billion yen; Facility B: 250 billion yen; Facility C: 70 billion yen; Facility D: 109.5 billion yen

<After amendment>
Facility A: 305.9 billion yen; Facility B: 0 yen; Facility C: 320 billion yen; Facility D: 39.5 billion yen

*The net proceeds are fully used to decrease the amount of Facility B and to increase correspondingly the cash collateralized Facility C.
*The limit has been reduced for Facility D as the planned currency hedge has been completed.

Following the Amendment Agreement, the borrowing limit has changed from the initial amount of 735.4 billion yen to 665.4 billion yen. No changes have been made to the period of loan execution and repayment date.

Furthermore, the funds to be obtained through the Amendment Agreement is intended to convert to ongoing long-term funds.

Additional Information

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. 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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