Renesas Announces Result of Tender Offer and Completion of Acquisition of Own Shares


TOKYO–()–Renesas Electronics Corporation (“Renesas”, TSE:6723), a premier supplier of advanced semiconductor solutions, resolved to authorize an acquisition of its own shares, and conduct a tender offer to acquire its own shares (the “Tender Offer”) as the specific acquisition method, at the Meeting of Board of Directors dated April 27, 2022. This resolution was adopted pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act (Act No. 86 of 2005; as amended, the “Companies Act”), as applied by replacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act and the provisions of its Articles of Incorporation. As the Tender Offer was conducted from April 28, 2022, and concluded on May 31, 2022, Renesas today announced the result thereof as follows.

Renesas also announced that with the conclusion of the Tender Offer, the acquisition of its own shares pursuant to the resolution of the Meeting of Board of Directors held on April 27, 2022 was completed.

I. Result of Tender Offer

1. Outline of Tender Offer

(1)

Name and Address of Tender Offeror

 

Renesas Electronics Corporation

 

(3-2-24 Toyosu, Koto-ku, Tokyo)

 

 

(2)

Class of listed share certificates, etc. subject to Tender Offer

 

Common stock

 

(3)

Period of Tender Offer

 

(A) Period of Tender Offer

 

From Thursday, April 28, 2022 to Tuesday, May 31, 2022 (20 business days)

 

 

 

(B) Date of public notice of commencement of Tender Offer

 

Thursday, April 28, 2022

 

 

(4)

Price of purchase

 

1,190 yen per share of common stock

 

 

(5)

Method of settlement

 

(A) Name and location of head office of financial instruments business operator/bank etc. in charge of settlement of tender offer

 

(Tender offer agent)

 

Daiwa Securities Co. Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

 

 

 

(B) Commencement date of settlement

 

Wednesday, June 22, 2022

 

 

 

(C) Method of settlement

 

A notice regarding the tender offer will be mailed to the address or location of those shareholders who have accepted the offer for purchase of the share certificates, etc. or have offered their share certificates, etc. for sale in connection with the Tender Offer (the “Tendering Shareholders”) or to the standing proxy in the case of foreign resident shareholders (including corporate shareholders) (the “Foreign Shareholders”) without delay after the expiration of the Tender Offer Period.

 

 

 

The purchase will be settled in cash. The purchase price less applicable withholding tax (Note) is to be remitted from the tender offer agent to the location specified by the Tendering Shareholders (or to the standing proxy in the case of the Foreign Shareholders), or to be paid at the head office or other Japanese branches of the tender offer agent which received the application, without delay after the commencement date of the settlement.

 

 

 

(Note): Taxation on shares purchased through a tender offer

 

For specific questions concerning taxation, each shareholder is kindly advised to consult professionals such as tax accountants and to make decisions at their own discretion.

 

 

 

(a) Individual shareholders

 

(i) If the Tendering Shareholder are individual shareholders who are either residents in Japan or non-residents with permanent establishments in Japan:

 

If the amount of money to be delivered in return for tendering and delivering shares through the Tender Offer exceeds the portion of the amounts of Renesas’ share capital, etc. (in the case of a consolidated entity, the amount of consolidated individual share capital, etc.) corresponding to the shares that gave rise to such delivery of money, the amount of such excess will be deemed to be dividend income and will be taxed. Such amount of deemed dividend income will be subject to 20.315% withholding tax in principle (income tax and special income tax for reconstruction under the Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction following the Great East Japan Earthquake (Act No. 117 of 2011, as amended) (the “Special Income Tax for Reconstruction”) at 15.315% plus inhabitant tax at 5%) (in the case of non-residents with permanent establishments in Japan, no inhabitant tax will be withheld through special collection); provided, however, that with respect to shareholders who fall under the category of large shareholders, etc. (the “Large Shareholders”) as provided for in provisions of Article 4-6-2, Paragraph 12 of the Order for Enforcement of the Act on Special Measures Concerning Taxation (Cabinet Order No. 43, 1957, as amended), such amount of deemed dividend income will be subject to 20.42% withholding tax (income tax and Special Income Tax for Reconstruction only). The amount of money to be delivered in return for tendering and delivering shares through the Tender Offer, less the amount of deemed dividend income, will be income from the transfer of shares. The amount of income from the transfer of shares less acquisition cost relating to such shares will, in principle, be subject to separate self-assessment taxation.

 

In the case where a shareholder tenders the shares in a tax-exempt account as provided for in provisions of Article 37-14 (Tax exemption for capital gains, etc. from small amounts of listed shares in a tax-exempt account) of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended) (the “Tax-exempt Account”) pursuant to the Tender Offer, if the financial institution business operator at which such Tax-exempt Account is held is Daiwa Securities Co. Ltd., income from the transfer of shares pursuant to the Tender Offer will, in principle, be tax-exempt; provided, however, that if such Tax-exempt Account is held at a financial institution other than Daiwa Securities Co. Ltd., the aforementioned treatment may not apply.

 

 

 

(ii) If the Tendering Shareholders are non-residents without permanent establishments in Japan:

 

The amount deemed to be dividend income will be subject to 15.315% withholding tax (income tax and Special Income Tax for Reconstruction only); provided, however, that shareholders who fall under the category of the Large Shareholders will be subject to 20.42% withholding tax (income tax and Special Income Tax for Reconstruction only). Further, income arising from the transfer of shares is, in principle, not subject to taxation in Japan.

 

 

 

(b) If the Tendering Shareholders are corporate shareholders:

 

As taxation on deemed dividend, if the Tender Offer Price exceeds the amount of Renesas’ share capital, etc. per share, the amount of such excess will be, in principle, subject to 15.315% withholding tax (income tax and Special Income Tax for Reconstruction only).

2. Result of Tender Offer

(1)

Number of shares purchased

Class of share certificates, etc.

Number of shares to be purchased

Expected number of excess shares

Number of shares tendered

Number of shares purchased

Common stock

168,067,226 shares

– shares

168,118,425 shares

168,067,250 shares

(2)

Calculation where shares are purchased by pro-rata allocation method

 

Since the total number of the share certificates, etc. tendered for sale through the Tender Offer (the “Tendered Shares”) exceeded the number of shares to be purchased (168,067,226 shares), Renesas will not purchase all or part of such excess, and will implement the transfer of shares and other settlement with regard to the purchase, etc. of share certificates and the like by the pro rata allocation method provided in provisions of Article 27-13, Paragraph 5 of the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended; the “Act”) as applied mutatis mutandis pursuant to provisions of Article 27-22-(2), Paragraph 2 of the Act, and provisions of Article 21 of the Cabinet Office Order on Disclosure Required for Tender Offer for Listed Share Certificates by Issuers (Ministry of Finance Order No. 95, 1994 as amended; the “Cabinet Office Order”) (if the number of the Tendered Shares of a Tendering Shareholder includes shares constituting less than one minimum trading unit (100 shares), the number of shares to be purchased from such Tendering Shareholder which was calculated using the pro rata allocation method will be up to the number of the Tendered Shares of such Tendering Shareholder).

 

 

 

Since the total number of shares to be purchased from each Tendering Shareholder which was calculated by rounding off the number of shares constituting less than one minimum trading unit arising from the calculation using the pro rata allocation method was less than the number of shares to be purchased, Renesas increased the number of shares to be purchased by one minimum trading unit (or the number of the Tendered Shares of each Tendering Shareholder, when the purchase of an additional unit would cause an excess in the number of the Tendered Shares) per each Tendering Shareholder in descending order beginning with the Tendering Shareholders having the largest number of rounded-down shares, to the extent that the total number of shares purchased became equal or greater than the number of shares to be purchased.

3. Locations for public inspection of copies of the Tender Offer report

Renesas Electronics Corporation

(3-2-24 Toyosu, Koto-ku, Tokyo)

Tokyo Stock Exchange, Inc.

(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

II. Completion of Acquisition of Own Shares

1. Details of Acquisition of Own Shares

(1)

Class of shares purchased:

 

Common stock

 

 

(2)

Total Number of shares purchased:

 

168,067,250 shares

 

(Note)

Ratio to the total number of issued shares (1,945,692,637) as of March 31, 2022 (excluding 2,581 shares of treasury stock held by Renesas as of March 31, 2022): 8.64% (rounded to the second decimal place). The same shall apply hereinafter in the calculation of ratio to the total number of issued shares.

 

 

(3)

Total share acquisition price:

 

200,000,027,500 yen

 

(Note)

The above-mentioned figure does not include fees paid to the tender offer agent and other miscellaneous expenses.

 

 

(4)

Acquisition period:

 

From Thursday, April 28, 2022 to Tuesday, May 31, 2022

 

 

(5)

Acquisition method:

 

Tender Offer

 

 

 

With the completion of the Tender Offer, the acquisition of own shares authorized by the resolution of the Meeting of Board of Directors adopted on April 27, 2022 pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, as applied by replacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act and the provisions of its Articles of Incorporation has been completed.

Reference:

Details of the resolution adopted by the Meeting of Board of Directors on April 27, 2022, related to acquisition of own shares

(A)

Class of shares to be acquired:

 

Common stock

(B)

Total number of shares that may be acquired:

 

168,067,326 shares (maximum)

 

(Note)

Ratio to the total number of issued shares (excluding shares of treasury stock):

 

 

8.64% (rounded to the second decimal place)

(C)

Total share acquisition price:

 

200,000,117,940 yen (maximum)

(D)

Acquisition period:

 

From Thursday, April 28, 2022 to Thursday, June 30, 2022

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. A leading global provider of microcontrollers, Renesas combines our expertise in embedded processing, analog, power and connectivity to deliver complete semiconductor solutions. These Winning Combinations accelerate time to market for automotive, industrial, infrastructure and IoT applications, enabling billions of connected, intelligent devices that enhance the way people work and live. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, YouTube, and Instagram.

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