Dialog Semiconductor Plc.: Scheme of Arrangement Sanctioned by the Court
Dialog Semiconductor announces that the Court has sanctioned the scheme of arrangement for the recommended cash acquisition by Renesas Electronics Corporation. The acquisition involves the complete share capital of Dialog and will become effective after 6:30 p.m. (London time) on August 30, 2021. Trading of Dialog shares on the Frankfurt Stock Exchange will be suspended on August 31, 2021, leading to the cancellation of its listing. Cash consideration will be settled for shareholders by September 13, 2021. Further updates will be provided once the scheme is effective.
- Court sanctioned the scheme of arrangement, a significant step towards the acquisition by Renesas.
- Expected settlement of cash consideration by September 13, 2021, provides clarity for shareholders.
- Suspension of Dialog shares on the Frankfurt Stock Exchange indicates potential liquidity issues for shareholders.
- The complete termination of trading may negatively impact shareholder sentiment.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
Recommended Cash Offer for Dialog Semiconductor Plc ("Dialog") by Renesas Electronics Corporation ("Renesas") Scheme of Arrangement Sanctioned by the Court
LONDON, UK / ACCESSWIRE / August 27, 2021 / Further to the announcement made by Dialog and Renesas on 16 August 2021, Dialog is pleased to announce that the Court has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the " Scheme ") by which the recommended cash acquisition by Renesas of the entire issued and to be issued share capital of Dialog (the " Acquisition ") is being implemented.
The Scheme will become Effective upon the Court Order being delivered to the Registrar of Companies, which is expected to take place after 6.30 p.m. (London time) on 30 August 2021 (the " Effective Date ").
Dialog confirms that the Scheme Record Time is 6.30 p.m. (London time) on the Effective Date, which shall be the last day of dealings in, and registration of transfers of, the Dialog Shares (other than the registration of the transfer of the Dialog Shares to Renesas pursuant to the Scheme and the ordinary settlement of already executed trades within Clearstream) on the Frankfurt Stock Exchange (the " FSE ").
The trading of Dialog Shares on the FSE will be suspended prior to the commencement of trading hours of the FSE on 31 August 2021. Once suspended, it is expected that the FSE will terminate the trading of Dialog Shares on the FSE after the end of trading hours of the FSE on 31 August 2021, and the FSE will subsequently cancel the listing of Dialog Shares in due course thereafter.
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 13 September 2021. To ensure that relevant trades entered into prior to the suspension of dealings in Dialog Shares have settled within Clearstream, the record time set for entitlements to payments of cash consideration in respect of Clearstream Interests is 6.00 p.m. (Frankfurt time) on 2 September 2021.
A further announcement will be made in due course when the Scheme has become Effective. The expected timetable of principal events for the Acquisition remains as set out in the announcement published by Dialog and Renesas on 16 August 2021. If any of the expected times and/or dates set out in the published timetable change, the revised times and/or dates will be notified to Dialog Shareholders by announcement through a Regulatory Information Service.
Full details of the Acquisition are set out in the scheme document published on 8 March 2021 (the " Scheme Document "). Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Enquiries:
Dialog
Mark Tyndall
Jose Cano
+49 (0) 1727 226 409
+44 (0) 1793 756 961
J.P. Morgan Cazenove
( Financial adviser and corporate broker to Dialog )
Bill Hutchings, James Robinson
+44 (0) 207 742 4000
Qatalyst Partners
( Financial adviser to Dialog )
Jason DiLullo, Peter Spofforth
+44 (0) 203 700 8820
FTI Consulting
(PR adviser to Dialog)
Matt Dixon, Rob Mindell
+ 44 (0) 203 727 1000
Important notices
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, (" J.P. Morgan Cazenove ") and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively as financial adviser to Dialog and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and shall not be responsible to anyone other than Dialog for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the Acquisition or any matter referred to herein.
Qatalyst Partners Limited (" Qatalyst Partners "), which is authorised in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Dialog and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and shall not be responsible to anyone other than Dialog for providing the protections afforded to clients of Qatalyst Partners or for providing advice in connection with the Acquisition or any matter referred to herein.
The contents of this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this announcement, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement will not give rise to any implication that there has been no change in the facts set out in this announcement since such date.
No person has been authorised to make any representations on behalf of Dialog or Renesas concerning the Acquisition which are inconsistent with the statements contained in this announcement and any such representations, if made, may not be relied upon as having been so authorised.
Overseas Shareholders
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR WILL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
Restricted Jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom, Germany or Japan may be restricted by the laws and regulations of those jurisdictions and therefore any persons who are not resident in the United Kingdom, Germany or Japan should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom, Germany or Japan to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying with applicable English law and will be subject to the applicable requirements of the Takeover Code and the Takeover Panel. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
Unless otherwise determined by Renesas or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction, if to do so would constitute a violation of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction.
Further details in relation to Dialog Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan are contained in the Scheme Document.
Additional information for US investors in Dialog
The Acquisition relates to shares of a company incorporated under the laws of England and Wales and is being made by means of a scheme of arrangement provided for under Part 26 of the Companies Act. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The receipt of consideration by a US holder for the transfer of its Dialog Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Dialog Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.
It may be difficult for US holders of Dialog Shares to enforce their rights and any claim arising out of the US federal laws, since Renesas and Dialog are located primarily in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Dialog Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction and judgment of a US court.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any state of the United States has reviewed, approved or disapproved this announcement or Acquisition, nor have such authorities passed upon or determined the fairness of the Acquisition or the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period or the announcement in which any securities exchange offeror is first identified. If a person required to make an Opening Position Disclosure under Rule 8.3(a) deals in the relevant securities of the offeree company or of a securities exchange offeror before midnight on the day before the Opening Position Disclosure deadline, he must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror during an offer period. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (a) the offeree company and (b) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on websites
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Dialog's and Renesas' websites at www.dialog-semiconductor.com/acquisition and https://www.renesas.com/us/en/about/investor-relations/offer-for-dialog respectively by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.
CONTACT:
Jose Cano
Director, Investor Relations
jose.cano@diasemi.com
+44(0)1793756961
27.08.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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| Language: | English |
| Company: | Dialog Semiconductor Plc. |
| Tower Bridge House, St. Katharine's Way | |
| E1W 1AA London | |
| United Kingdom | |
| Phone: | +49 7021 805-412 |
| Fax: | +49 7021 805-200 |
| E-mail: | jose.cano@diasemi.com |
| Internet: | www.dialog-semiconductor.com |
| ISIN: | GB0059822006 |
| WKN: | 927200 |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; London |
| EQS News ID: | 1229241 |
SOURCE: Dialog Semiconductor Plc.
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FAQ
What is the significance of the Court sanctioning the scheme for DLGNF?
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What is the expected cash settlement date for Dialog shareholders?
What does the scheme of arrangement mean for Dialog shareholders?
