Renesas Electronics Announces Determination of Tentative Selling Price in Relation to Secondary Offering of Shares
Tentative Selling Price
750 yen to 900 yen per share.
However, the selling price shall not exceed the price calculated by multiplying the closing price of the shares of common stock of Renesas on the Tokyo Stock Exchange, Inc. on the Determination Date (a date during the period from Monday, June 12, 2017 to Wednesday, June 14, 2017) (or, if no closing price is quoted on such date, the closing price of the immediately preceding date) by 0.96 (with any fraction less than one yen being rounded down).
1. Outline of 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 Sold
403,148,000 shares of common stock of Renesas, which is the sum of (i) through (iii) below.
128,566,500 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.
238,766,600 shares of common stock of Renesas to be underwritten and purchased by the international underwriters in the International Secondary Offering.
A maximum of 35,814,900 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.
The final breakdown of the actual number of shares shall be determined on the Determination Date described in (2) below by taking into account market demand and other conditions.
The selling price is currently undecided, but shall be determined on a date during the period from Monday, June 12, 2017 to Wednesday, June 14, 2017 (the “Determination Date”), in accordance with the method stated in Article 25 of the Regulations concerning Underwriting of Securities, etc. of the Japan Securities Dealers Association, taking into account market demand and other conditions.
(3)Subscription Period (for the Japanese offering)
The subscription period shall be from the business day immediately following the Determination Date to the second business day immediately following the Determination Date.
The delivery date shall be a day during the period from Tuesday, June 20, 2017 to Thursday, June 22, 2017, which is the sixth business day immediately following the Determination Date.
2. Outline of Secondary offering of shares of Renesas (secondary offering by way of over-allotment)
(1)Class and Number of Shares to be Sold
19,284,900 shares of common stock of Renesas (maximum)
The number of shares described above is the maximum number of shares to be sold. The above number may decrease, or the secondary offering by way of over-allotment may be cancelled entirely, depending on market demand and other conditions of the Japanese Secondary Offering by way of Underwriting and Purchase. The final number of shares to be sold shall be determined on the Determination Date, taking into account market demand and other conditions of the Japanese Secondary Offering by way of Underwriting and Purchase.
The selling price is currently undecided, but will be determined on the Determination Date; provided, however, that such selling price shall be the same as the selling price in the Japanese Secondary Offering by way of Underwriting and Purchase.
The subscription period shall be the same as the subscription period in respect of the Japanese Secondary Offering by way of Underwriting and Purchase.
The delivery date shall be the same as the delivery date in respect of the Japanese Secondary Offering by way of Underwriting and Purchase.
The statements in this press release with respect to the plans, strategies and forecasts 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, our products and services in the marketplace; our ability to continue to win acceptance of its products and services in these highly competitive markets; and movements in currency exchange rates, particularly the rate between the yen and the U.S. dollar. Among other factors, a worsening of the world economy, a worsening of financial conditions in the world markets, and a deterioration in the domestic and overseas stock markets, would 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 registered trademarks or trademarks are the property 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, 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.
Renesas Electronics Europe
Renesas 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. The number one global supplier of microcontrollers, and a leader in A&P and SoC products, Renesas provides the expertise, quality, and comprehensive solutions for a broad range of Automotive, Industrial, Home Electronics (HE), Office Automation (OA) and Information Communication Technology (ICT) applications to help shape a limitless future.
Renesas was established in 2010 and is headquartered in Japan. With over 800 hardware and software alliance partners worldwide, it has the industry's largest local support network. Renesas Electronics' European structure is comprised of two business groups - automotive and industrial - as well as the global ADAS solution group and the engineering group.
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