Renesas Electronics Announces Determination of Number of Shares to be Sold
Number of shares to be sold in the 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) 35,814,900 shares of common stock of Renesas to be purchased as a result of the exercise of the option 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) Shares subject to the option granted to the international underwriters in the International Secondary Offering for purchase of additional shares of common stock of Renesas 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
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.
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.
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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.
Further information about Renesas Electronics Europe is available at at www.renesas.com.
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