DGAP-News: Dialog Semiconductor Plc. / Key word(s): Takeover Dialog Semiconductor Plc.: Scheme of Arrangement Sanctioned by the Court 2021-08-27 / 17:08 The issuer is solely responsible for the content of this announcement.

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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

FOR IMMEDIATE RELEASE

27 August 2021

Recommended Cash Offer

for

Dialog Semiconductor Plc ("Dialog")

by

Renesas Electronics Corporation ("Renesas")

Scheme of Arrangement Sanctioned by the Court

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                                        +49 (0) 1727 226 409 
Jose Cano                                           +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.

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August 27, 2021 11:08 ET (15:08 GMT)