Renesas Electronics Announces Determination of Selling Price and Other Matters

TOKYO--()--Renesas Electronics Corporation (TSE:6723, “Renesas”) announced that, with respect to the secondary offering of shares of common stock of Renesas announced on May 18, 2017 and May 31, 2017, the selling price and other matters have been determined today as set forth below.

1. 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.

 

(i)

 

107,444,900 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.

(ii)

259,888,200 shares of common stock of Renesas to be underwritten and purchased by the international underwriters in the International Secondary Offering.

(iii)

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.

 
(2) Sellers and Number of Shares to be Sold

(i)

Shares to be underwritten and purchased by the Japanese underwriters in the Japanese Secondary Offering by way of Underwriting and Purchase as described in (1)(i) above:

  • Innovation Network Corporation of Japan - 95,306,600 shares
  • NEC Corporation - 4,722,700 shares
  • Hitachi, Ltd. - 4,078,600 shares
  • Mitsubishi Electric Corporation - 3,337,000 shares

(ii)

Shares to be underwritten and purchased by the international underwriters in the International Secondary Offering as described in (1)(ii) above:

  • Innovation Network Corporation of Japan - 222,382,200 shares
  • Hitachi, Ltd. - 12,602,400 shares
  • Mitsubishi Electric Corporation - 10,311,100 shares
  • Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account) - 6,719,343 shares
  • NEC Corporation - 7,873,157 shares

(iii)

Maximum number of 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 as described in (1)(iii) above:

  • Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited / NEC Corporation pension and severance payments Trust Account) - 13,934,600 shares
  • Hitachi, Ltd. - 12,034,200 shares
  • Mitsubishi Electric Corporation - 9,846,100 shares
 
(3) Selling Price*1

825 yen per share

 
(4)

Aggregate Amount of Selling Price*2

332,597,100,000 yen

 
(5) Purchase Price*1

The purchase price in respect of the shares to be sold by Innovation Network Corporation of Japan
817.90 yen per share

 

The purchase price in respect of the shares to be sold by other sellers
806.43 yen per share

 
(6) Aggregate Amount of Purchase Price*2

328,754,532,176 yen

 

(7)

Subscription Period (for the Japanese offering)

From Tuesday, June 13, 2017 to Wednesday, June 14, 2017

 
(8) Delivery Date

Tuesday, June 20, 2017

 

Notes:

*1   The underwriters will underwrite and purchase the shares at the purchase price and make secondary offerings at the selling price.
*2 Assuming that the option described in (1) (iii) above will be exercised in full by the international underwriters.
 

2. 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

 
(2) Selling Price

825 yen per share

 
(3) Aggregate Amount of Selling Price

15,910,042,500 yen

 
(4) Subscription Period

From Tuesday, June 13, 2017 to Wednesday, June 14, 2017

 
(5) Delivery Date

Tuesday, June 20, 2017

 

<Reference>

1. Calculation of Selling Price

(1)   Base Date for Calculation and

Price on Base Date

 

Monday, June 12, 2017

 

1,037 yen

(2) Discount Rate

20.44%

Note: Determined by taking into account market demand based on the tentative selling price (750 yen to 900 yen per share), which was determined on Wednesday, May 31, 2017, and other conditions.

2. Exercise Period of Green Shoe Option

  From Tuesday, June 20, 2017 to Tuesday, June 27, 2017
 

3. Syndicate Cover Transaction Period

  From Thursday, June 15, 2017 to Tuesday, June 27, 2017
 

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—securely and safely. As the number one global supplier of microcontrollers and a leader in Analog & Power 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. Learn more at renesas.com.

(FORWARD-LOOKING STATEMENTS)

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.

Contacts

Media Contacts
Renesas Electronics Corporation
Kyoko Okamoto, +81 3-6773-3001
pr@renesas.com
or
Investor Contacts
Renesas Electronics Corporation
Makie Uehara, +81 3-6773-3002
ir@renesas.com

Release Summary

Renesas announced with respect to the secondary offering of shares of common stock of Renesas, the selling price has been determined today

Contacts

Media Contacts
Renesas Electronics Corporation
Kyoko Okamoto, +81 3-6773-3001
pr@renesas.com
or
Investor Contacts
Renesas Electronics Corporation
Makie Uehara, +81 3-6773-3002
ir@renesas.com