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Renesas Announces Determination of Issue Price, Selling Price and Other Matters

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TOKYO--(BUSINESS WIRE)--Renesas Electronics Corporation (�Renesas�, TSE: 6723) today announced that, with respect to the issuance of new shares and the secondary offering of shares of stock of Renesas resolved at the Board of Directors� meeting held on May 28, 2021, the issue price, the selling price and other matters have been determined today as set forth below.

1. Issuance of new shares through the Japanese Public Offering and the International Offering

(1)

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Class and Number of Shares to be Offered

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196,417,200 shares of common stock of Renesas, which is the sum of (i) through (iii) below.

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(i) 36,373,600 shares of common stock of Renesas to be underwritten and purchased by the Japanese underwriters in the Japanese Public Offering.

(ii) 145,494,200 shares of common stock of Renesas to be underwritten and purchased by the international managers in the International Offering.

(iii) A maximum of 14,549,400 shares of common stock of Renesas, which will be subject to the option to be granted to the international managers in the International Offering for purchase of additional shares of common stock of Renesas.

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(2)

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Issue Price (Offer Price) *1

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1,174 yen per share

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(3)

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Aggregate Amount of Issue Price *2

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230,593,792,800 yen

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(4)

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Amount to be Paid *1

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1,151.70 yen per share

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(5)

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Aggregate Amount to be Paid *2

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226,213,689,240 yen

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(6)

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Amount of Share Capital and Legal Capital Surplus to be Increased *2

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Amount of share capital to be increased:

113,106,844,620 yen

Amount of legal capital surplus to be increased:

113,106,844,620 yen

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(7)

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Subscription Period (for the Japanese Public Offering)

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From June 10, 2021 to June 11, 2021

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(8)

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Payment Date

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June 15, 2021

(Notes)

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1

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The underwriters will underwrite and purchase the new shares at the amount to be paid and offer such shares at the issue price (offer price).

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2

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Assuming that the option described in (1)(iii) above will be exercised in full by the international managers.

2. Secondary offering of shares of Renesas (Japanese Secondary Offering by way of Underwriting and Purchase and International Secondary Offering)

(1)

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Class and Number of Shares to be Sold

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167,078,400 shares of common stock of Renesas, which is the sum of (i) through (iii) below.

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(i) 30,940,400 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) 123,761,800 shares of common stock of Renesas to be underwritten and purchased by the international managers in the International Secondary Offering.

(iii) A maximum of 12,376,200 shares of common stock of Renesas, which will be subject to the option to be granted to the international managers in the International Secondary Offering for purchase of additional shares of common stock of Renesas.

(2)

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Selling Price*1

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1,174 yen per share

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(3)

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Aggregate Amount of Selling Price*2

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196,150,041,600 yen

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(4)

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Purchase Price*1

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1,165.79 yen per share

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(5)

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Aggregate Amount of Purchase Price*2

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194,778,327,936 yen

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(6)

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Subscription Period (for the Japanese Secondary Offering)

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From June 10, 2021 to June 11, 2021

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(7)

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Delivery Date

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June 16, 2021

(Notes)

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1

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The underwriters will underwrite and purchase the shares at the purchase price and make secondary offerings at the selling price.

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2

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Assuming that the option described in (1)(iii) above will be exercised in full by the international managers.

3. Secondary offering of shares of Renesas (secondary offering by way of over-allotment)

(1)

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Class and Number of Shares to be Sold

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6,731,300 shares of common stock of Renesas

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(2)

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Selling Price

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1,174 yen per share

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(3)

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Aggregate Amount of Selling Price

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7,902,546,200 yen

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(4)

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Subscription Period

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From June 10, 2021 to June 11, 2021

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(5)

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Delivery Date

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June 16, 2021

4. Issuance of new shares by way of third-party allotment

(1)

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Amount to be Paid

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1,151.70 yen per share

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(2)

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Aggregate Amount to be Paid

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4,189,078,410 yen (maximum)

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(3)

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Amount of Share Capital and Legal Capital Surplus to be Increased

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Amount of share capital to be increased:

2,094,539,205 yen (maximum)

Amount of legal capital surplus to be increased:

2,094,539,205 yen (maximum)

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(4)

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Subscription Date

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June 25, 2021

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(5)

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Payment Date

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June 28, 2021

<Reference>

1. Calculation of Issue Price and Selling Price

(1)

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Base Date for Calculation and

Price on Base Date

June 9, 2021

1,211 yen

(2)

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Discount Rate

3.06%

2. Exercise Period of Green Shoe Option

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From June 16, 2021 to June 23, 2021

3. Syndicate Cover Transaction Period

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From June 12, 2021 to June 23, 2021

4. Use of Proceeds

In February 2021, Renesas reached an agreement with Dialog Semiconductor Plc (�Dialog�), a UK.-headquartered analog semiconductor supplier, to acquire the entire issued and to be issued share capital of Dialog and thereby make Dialog a wholly owned subsidiary of Renesas (the �Acquisition�). The Acquisition consideration of the entire issued and to be issued share capital of Dialog totals approximately EUR 4,886 million (approximately 615.7 billion yen based on the exchange rate as of February 3, 2021 of 126 yen per Euro). Renesas executed a Facilities Agreement with MUFG Bank, Ltd. and Mizuho Bank, Ltd., (borrowing limit: 735.4 billion yen) to procure necessary funds for the Acquisition. The fundraising through the issuance of new shares is intended to convert a part of funds to be obtained through such Facilities Agreement to long-term funds. Accordingly, Renesas intends to use the aggregate maximum amount of proceeds of 229,184,767,650 yen to be obtained from the Japanese Public Offering, the International Offering and the third-party allotment to fund a part of the purchase price for the Acquisition. In this case, Renesas will not borrow the equivalent amount through the Facilities Agreement. The Acquisition is expected to close by the end of calendar year 2021.

However, if any of the Japanese Public Offering, the International Offering and the third-party allotment are consummated after the payment date of the purchase price for the Acquisition, the proceeds from such delayed financing will be used to repay a part of borrowings under the Facilities Agreement that Renesas procures for payment of the purchase price for the Acquisition.

Although, the Acquisition is expected to close by the end of calendar year 2021 as noted above, the closing of the Acquisition is subject to, among other things, the sanction by the UK court and regulatory approvals from the relevant countries; therefore, the Acquisition may not be consummated if any or all of these conditions are not met.

In the event that the Acquisition is not consummated, the proceeds will be used in whole or in part for repayments of existing borrowings, investments in the businesses, capital expenditure or working capital.

In either case, the proceeds will be managed in a bank account until actual expenditure.

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. A global leader in microcontrollers, analog, power and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, and YouTube.

(Remarks) All names of products or services mentioned in this press release are trademarks or registered trademarks of their respective owners.

Note: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and the secondary offering of shares of Renesas, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors should review the shelf registration prospectus, shelf registration supplemental prospectus (if prepared) and the prospectus for the secondary offering of shares, as well as amendments thereto (if any), 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.

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Contacts

Media Contacts
Kyoko Okamoto

Renesas Electronics Corporation Renesas Electronics Corporation

+81 3-6773-3001

[email protected]

Investor Contacts
Shigeo Muto

+81 3-6773-3002

[email protected]

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