Renesas Electronics Corporation (TSE:6723) entered into an agreement to acquire Dialog Semiconductor Plc (XTRA:DLG) from a group of shareholders for €4.9 billion on February 8, 2021. Under the terms, Renesas Electronics would pay €67.5 in cash for each Dialog share. Dialog Directors who hold interests in Dialog shares have irrevocably undertaken this offer in respect of their own beneficial holdings of 599,327 Dialog shares, representing approximately 0.841% of Dialog shares. Post-completion, Dialog will become a wholly owned subsidiary of Renesas, and Dialog's shares will be delisted. Renesas intends to finance the consideration from third party debt, including a bridge facility from MUFG Bank, Ltd. and Mizuho Bank, Ltd. for ¥735.4 billion (€5.58904 billion).

Renesas plans to raise equity finance by issuing new shares. Depending on the timing or other conditions of the equity finance, it is entirely possible that the portion of the aforementioned bank loans may not take place and instead funds procured through equity finance by way of issuance of new shares may be used as the payment for the acquisition. On May 28, 2021, Renesas Electronics Corp will raise €1.65 billion through a new share issue to finance acquisition. As on June 29, 2021, Following the amendment agreement, the borrowing limit has changed from the initial amount of ¥735.4 billion (€5.58904 billion) to ¥665.4 billion (€5.05704 billion). No changes have been made to the period of loan execution and repayment date. It is intended that, upon completion of the acquisition, each of the non-executive Dialog Directors will resign. Renesas does not intend to make any material changes to the balance of skills and functions of employees and management of the Combined Group. Renesas intends to maintain Dialog's corporate headquarters in Reading and its head office functions.

The scheme is subject to approval of Dialog Shareholders at the Court Meeting and at the Dialog General Meeting, the receipt of certain anti-trust and foreign investment clearances, including in Germany, the People's Republic of China, Taiwan and the United States, regulatory approvals and sanction of the court. The Dialog Directors intend to recommend unanimously that Dialog Shareholders vote in favor of the Scheme. The Court Meeting and the Dialog General Meeting will be held on April 9, 2021. As on April 9, 2021, Dialog Shareholders voted in favor of the Scheme. As on April 9, 2021, completion of the acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the scheme document, including (but not limited to) certain competition and regulatory approvals (including in, inter alia, Germany, the People's Republic of China, Taiwan and the United States) as well as the court sanctioning the scheme at the court sanction hearing. On August 16, 2021, Taiwan Fair Trade Commission has waived its jurisdiction to review the transaction. As of August 27, 2021, Dialog Semiconductor Plc announce that the Court has sanctioned the scheme of arrangement by which the recommended cash acquisition by Renesas of the entire issued and to be issued share capital of Dialog is being implemented. The trading of Dialog Shares on the Frankfurt Stock Exchange will be suspended prior to the commencement of trading hours of the Frankfurt Stock Exchange on August 31, 2021.

The acquisition is currently expected to become effective in the second half of 2021. The long stop date of the deal is January 21, 2022. On August 16, 2021, acquisition is expected to be effective by August 30, 2021. Guy Hayward-Cole, Henry Phillips, and Gbolahan Ladipo of Nomura International Plc acted as financial advisor to Renesas. Bill Hutchings and James Robinson of J.P. Morgan Securities plc; and Jason DiLullo and Peter Spofforth of Qatalyst Partners LP acted as financial advisors to Dialog. Covington & Burling LLP and Nagashima Ohno & Tsunematsu acted as legal advisors to Renesas. Linklaters LLP acted as legal advisor to Dialog. Link Market Services (Frankfurt) GmbH acted as registrar to Dialog.

Renesas Electronics Corporation (TSE:6723) completed the acquisition of Dialog Semiconductor Plc (XTRA:DLG) from a group of shareholders on August 30, 2021. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of payment through Clearstream and relevant CI Holders' respective depository banks (or, if relevant, through despatch of cheques) as soon as reasonably practicable and in any event not later than September 13, 2021. Dialog Shares will be suspended from trading on September 2, 2021. Rich Beyer, Jalal Bagherli, Alan Campbell, Mike Cannon, Mary Chan, Joanne Curin, Nick Jeffery and Eamonn O'Hare have resigned as directors of Dialog. In addition, Julie Pope, Dirk Hecheltjen, Bettina Scholz and Alexandra Bakula (being employees of the Renesas and/or Dialog groups) have been appointed as directors of Dialog, which shall be operated as a wholly-owned subsidiary of Renesas. Dialog also confirms that Jalal Bagherli's employment relationship terminated immediately prior to the Court Sanction Hearing on August 27, 2021.