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 any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Dialog Shareholders in that jurisdiction ("Restricted Jurisdiction"), if to do so would constitute a violation of law in that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition or the Scheme 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 or the Scheme (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.
Additional information for US investors in Dialog
The Acquisition relates to shares in an English company and is proposed to be made by means of a scheme of arrangement under company law of England and Wales. US holders of Dialog Shares should note that the Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 of the US Securities Exchange Act of 1934 (the "US Exchange Act") and will be governed by the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Acquisition and the Scheme. Moreover, the Acquisition and the Scheme are subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.
Financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. If Renesas were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Renesas and no one else.
Neither the US SEC nor any securities commission of any state of the United States nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Renesas or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Dialog outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, J.P. Morgan Cazenove will continue to act as a connected exempt principal trader in Dialog Shares on the Frankfurt Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either via the stock market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in Germany.
The receipt of consideration by a US holder for the transfer of its Dialog Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and may be a taxable transaction under applicable US state and local, as well as foreign and other, tax laws. Each Dialog Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US holders of Dialog Shares to enforce their rights and any claim arising out of the US federal securities laws, since Dialog and Renesas are each located primarily in a non-US jurisdiction, and some or all of their officers and directors are residents of non-US jurisdictions. 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 US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
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 shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Dialog or Renesas except where otherwise stated.
Cautionary note regarding forward-looking statements
This announcement may contain certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of Dialog and/or Renesas and/or the Combined Group and certain plans and objectives of Dialog and/or Renesas and/or the Combined Group with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as 'anticipate', 'target', 'continue', 'estimate', 'expect', "forecast', 'intend', 'may', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'could', 'project', 'should', 'will' or other words of similar meaning. These statements are based on assumptions and assessments made by Dialog and/ or Renesas (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will provide to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.
Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Neither Dialog nor Renesas undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by the Takeover Panel, the Takeover Code or by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.
No member of the Renesas Group or the Dialog Group nor any of their respective associates, directors, officers, employers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.
Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of the Renesas Group or the Dialog Group. All subsequent oral or written forward-looking statements attributable to any member of the Renesas Group or the Dialog Group, or any of their respective associates, directors, officers, employers or advisers, are expressly qualified in their entirety by the cautionary statement above.
No profit forecasts, quantified financial benefit statements or estimates
Unless expressly stated otherwise, no statement in this announcement (including any statement of estimated synergies) is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period.
Disclosure requirements of the Takeover Code
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April 09, 2021 11:30 ET (15:30 GMT)