PRESS RELEASE : Dialog Semiconductor Plc.: Recommended cash offer for Dialog Semiconductor Plc by Renesas Electronics Corporation

DGAP-News: Dialog Semiconductor Plc. / Key word(s): Offer 
Dialog Semiconductor Plc.: Recommended cash offer for Dialog Semiconductor Plc by Renesas Electronics Corporation (news 
with additional features) 
2021-02-08 / 08:30 
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, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 
FOR IMMEDIATE RELEASE 
8 February 2021 
 
RECOMMENDED CASH OFFER 
for 
DIALOG SEMICONDUCTOR PLC 
by 
RENESAS ELECTRONICS CORPORATION 
to be effected by means of a scheme of arrangement 
under Part 26 of the Companies Act 2006 
Summary 
- The boards of Renesas Electronics Corporation ("Renesas") and Dialog Semiconductor Plc ("Dialog") are pleased to 
announce that they have reached agreement on the terms of a recommended all cash offer to be made by Renesas for the 
entire issued and to be issued share capital of Dialog (the "Acquisition"). 
- Under the terms of the Acquisition, each Dialog Shareholder will be entitled to receive: 
EUR67.50 in cash for each Dialog Share 
- The Acquisition values the entire issued and to be issued share capital of Dialog at approximately EUR4,886 million. 
- The price of EUR67.50 in cash per Dialog Share represents a premium of approximately: 
- 20.3 per cent. to the Closing Price of EUR56.12 for each Dialog Share on 5 February 2021 (being the Latest Practicable 
Date); 
- 51.7 per cent. to the daily volume weighted average price of EUR44.50 for each Dialog Share for the three month period 
ended 5 February 2021 (being the Latest Practicable Date); and 
- 61.5 per cent. to the daily volume weighted average price of EUR41.79 for each Dialog Share for the six month period 
ended 5 February 2021 (being the Latest Practicable Date). 
- The Acquisition represents a compelling opportunity for all Dialog Shareholders to realise their full investment in 
cash at a substantial upfront premium to the daily volume weighted average price of the Dialog Shares for the three 
month and six month periods ended 5 February 2021 (being the Latest Practicable Date). 
- The Dialog Directors, who have been so advised by J.P. Morgan Cazenove and Qatalyst Partners as to the financial 
terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial 
advice to the Dialog Directors, each of J.P. Morgan Cazenove and Qatalyst Partners have taken into account the 
commercial assessments of the Dialog Directors. J.P. Morgan Cazenove and Qatalyst Partners are providing independent 
financial advice to the Dialog Directors for the purposes of Rule 3 of the Takeover Code. 
- Accordingly, the Dialog Directors intend to recommend unanimously that Dialog Shareholders vote in favour of the 
Scheme at the Court Meeting and the resolutions relating to the Acquisition to be proposed at the Dialog General 
Meeting, as the Dialog Directors who hold interests in Dialog Shares have irrevocably undertaken to do in respect of 
their own beneficial holdings of 599,327 Dialog Shares (representing, in aggregate, approximately 0.841 per cent. of 
the Dialog Shares in issue on 5 February 2021, being the Latest Practicable Date). Full details of the irrevocable 
undertakings received by Renesas are set out in Appendix 3 to this Announcement. 
- It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 
of the Companies Act (or, if Renesas so elects, subject to the terms of the Co-operation Agreement and with the consent 
of the Takeover Panel, a Takeover Offer). The purpose of the Scheme is to provide for Renesas to become the owner of 
the entire issued and to be issued ordinary share capital of Dialog. The Scheme will be put to Dialog Shareholders at 
the Court Meeting and at the Dialog General Meeting. In order to become effective, the Scheme must be approved by a 
majority in number of the Dialog Shareholders voting at the Court Meeting, either in person or by proxy, representing 
not less than 75 per cent. in value of the Scheme Shares voted. In addition, the implementation of the Scheme must also 
be approved by Dialog Shareholders at the Dialog General Meeting. 
- The Acquisition is subject to the Conditions and certain further terms set out in Appendix 1 including the approval 
of Dialog Shareholders and the receipt of certain anti-trust and foreign investment clearances, including in Germany, 
the People's Republic of China, Taiwan and the United States. 
- The Scheme Document will include the full terms and conditions of the Acquisition, together with notices of the Court 
Meeting and Dialog General Meeting, the expected timetable of the Acquisition and will specify the action to be taken 
by Dialog Shareholders. It is expected that the Scheme Document will be published within 28 days of this Announcement 
(or on such later date as may be agreed by the Takeover Panel). 
- The Acquisition is currently expected to become Effective in the second half of 2021, subject to the satisfaction or 
waiver of the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions of the 
Acquisition which will be set out in the Scheme Document. An expected timetable of principal events will be included in 
the Scheme Document. 
- Renesas is a multi-national corporation headquartered in Tokyo, Japan and is listed on the Tokyo Stock Exchange and 
is a component of the JPX Nikkei Index 400. Renesas delivers trusted embedded design innovation with complete 
semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live 
- securely and safely. A provider of microcontroller units (MCUs), analog, power, and system-on-chip (SoC) products, 
Renesas provides the expertise, quality, and comprehensive solutions for a broad range of Automotive, Industrial, Home 
Electronics (HE), Office Automation (OA) and Information Communication Technology (ICT) applications to help shape a 
limitless future. 
- Dialog is an innovative provider of integrated circuits (ICs) that power mobile devices, consumer Internet of Things 
(IoT) and Industry 4.0. Dialog's technologies include battery and power management, AC/DC power conversion, custom 
mixed-signal ICs, Bluetooth low energy ICs and low-power Wi-Fi, and non-volatile flash memory. Dialog's solutions are 
integral to some of today's leading mobile devices and the enabling element for increasing performance and productivity 
on the go. From making smartphones more power efficient and shortening charging times, enabling home appliances to be 
controlled from anywhere to connecting the next generation of wearable devices, Dialog's decades of experience and 
world-class innovation help manufacturers get to what's next. 
Commenting on the Acquisition, Dr. Jalal Bagherli, CEO of Dialog, said: 
"For several years, we have successfully executed on a diversification strategy that positions Dialog for high growth. 
We have built a strong foundation of high-performance analog and power efficient mixed-signal expertise, extended our 
product portfolio and applied our technologies into markets including 5G, wearables, automotive, smart home, connected 
medical and industrial IoT. This compelling platform - combined with Renesas' embedded compute, analog and power 
portfolio - creates even greater growth opportunities in today's increasingly connected world. The Dialog team is 
excited to join forces with Renesas. The combined company will be in an even stronger position to provide innovative 
products for these markets, building on Renesas' extensive sales, distribution and customer support capabilities." 
Commenting on the Acquisition, Hidetoshi Shibata, President and CEO of Renesas, said: 
"The transaction we announced today represents our next important step in catapulting Renesas' growth plan to achieve 
substantial strategic and financial benefits, following our previous acquisitions. Dialog has a strong culture of 
innovation along with excellent customer relationships and serves fast growing areas including IoT, industrial and 
automotive. By bringing Dialog's talented team and expertise into Renesas, together, we will accelerate innovation for 
customers and create sustainable value for our shareholders." 
This summary should be read in conjunction with, and is subject to, the full text of the following Announcement and its 
appendices. In particular, the Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to 
this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 details 
the sources of financial information and bases of calculation used in the Announcement. Appendix 3 contains information 
in respect of the irrevocable undertakings. Appendix 4 sets out the definitions of certain terms used in the 
Announcement. 
Enquiries: 
Renesas                                            [phone] 
Investor Relations: Masayuki Nagayama              [phone] 
Public Relations: Kyoko Okamoto 
Nomura                                             [phone] 
(Financial adviser to Renesas) 
Guy Hayward-Cole, Henry Phillips, Gbolahan Ladipo 
Dialog                                             [phone] 
Mark Tyndall                                       [phone] 
Jose Cano 
J.P. Morgan Cazenove                               [phone] 
(Financial adviser and corporate broker to Dialog) 
Bill Hutchings, James Robinson 
Qatalyst Partners 
(Financial adviser to Dialog) 
Jason DiLullo, Peter Spofforth                     [phone] 
FTI Consulting 
(PR adviser to Dialog)                             + 44 (0) 203 727 1000 
Matt Dixon, Rob Mindell 

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