Renesas also announced that with the conclusion of the Tender Offer, the acquisition of its own shares pursuant to the resolution of the Meeting of Board of Directors held on
I. Result of Tender Offer
1. Outline of Tender Offer
(1)
(
(2) Class of listed share certificates, etc. subject to Tender Offer
Common stock
(3) Period of Tender Offer
(A) Period of Tender Offer
From
(B) Date of public notice of commencement of Tender Offer
(4) Price of purchase
(5) Method of settlement
(A)
(Tender offer agent)
(B) Commencement date of settlement
(C) Method of settlement
A notice regarding the tender offer will be mailed to the address or location of those shareholders who have accepted the offer for purchase of the share certificates, etc. or have offered their share certificates, etc. for sale in connection with the Tender Offer (the "Tendering Shareholders") or to the standing proxy in the case of foreign resident shareholders (including corporate shareholders) (the "Foreign Shareholders") without delay after the expiration of the Tender Offer Period.
The purchase will be settled in cash. The purchase price less applicable withholding tax (Note) is to be remitted from the tender offer agent to the location specified by the Tendering Shareholders (or to the standing proxy in the case of the Foreign Shareholders), or to be paid at the head office or other Japanese branches of the tender offer agent which received the application, without delay after the commencement date of the settlement.
(Note): Taxation on shares purchased through a tender offer
For specific questions concerning taxation, each shareholder is kindly advised to consult professionals such as tax accountants and to make decisions at their own discretion.
(a) Individual shareholders
(i) If the Tendering Shareholder are individual shareholders who are either residents in
If the amount of money to be delivered in return for tendering and delivering shares through the Tender Offer exceeds the portion of the amounts of Renesas' share capital, etc. (in the case of a consolidated entity, the amount of consolidated individual share capital, etc.) corresponding to the shares that gave rise to such delivery of money, the amount of such excess will be deemed to be dividend income and will be taxed. Such amount of deemed dividend income will be subject to 20.315% withholding tax in principle (income tax and special income tax for reconstruction under the Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction following the Great East Japan Earthquake (Act No. 117 of 2011, as amended) (the "Special Income Tax for Reconstruction") at 15.315% plus inhabitant tax at 5%) (in the case of non-residents with permanent establishments in
In the case where a shareholder tenders the shares in a tax-exempt account as provided for in provisions of Article 37-14 (Tax exemption for capital gains, etc. from small amounts of listed shares in a tax-exempt account) of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended) (the "Tax-exempt Account") pursuant to the Tender Offer, if the financial institution business operator at which such Tax-exempt Account is held is
(ii) If the Tendering Shareholders are non-residents without permanent establishments in
The amount deemed to be dividend income will be subject to 15.315% withholding tax (income tax and Special Income Tax for Reconstruction only); provided, however, that shareholders who fall under the category of the Large Shareholders will be subject to 20.42% withholding tax (income tax and Special Income Tax for Reconstruction only). Further, income arising from the transfer of shares is, in principle, not subject to taxation in
(b) If the Tendering Shareholders are corporate shareholders:
As taxation on deemed dividend, if the Tender
2. Result of Tender Offer
(1) Number of shares purchased
Class of share certificates, etc.
Number of shares to be purchased
Expected number of excess shares
Number of shares tendered
Number of shares purchased
Common stock
40,453,074 shares
- shares
40,739,529 shares
40,453,107 shares
(2) Calculation where shares are purchased by pro-rata allocation method
Since the total number of the share certificates, etc. tendered for sale through the Tender Offer (the "Tendered Shares") exceeded the number of shares to be purchased (40,453,074 shares), Renesas will not purchase all or part of such excess, and will implement the transfer of shares and other settlement with regard to the purchase, etc. of share certificates and the like by the pro rata allocation method provided in provisions of Article 27-13, Paragraph 5 of the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended; the "Act") as applied mutatis mutandis pursuant to provisions of Article 27-22-(2), Paragraph 2 of the Act, and provisions of Article 21 of the Cabinet Office Order on Disclosure Required for Tender Offer for Listed Share Certificates by Issuers (
Since the total number of shares to be purchased from each Tendering Shareholder which was calculated by rounding off the number of shares constituting less than one minimum trading unit arising from the calculation using the pro rata allocation method was less than the number of shares to be purchased, Renesas increased the number of shares to be purchased by one minimum trading unit (or the number of the Tendered Shares of each Tendering Shareholder, when the purchase of an additional unit would cause an excess in the number of the Tendered Shares) per each Tendering Shareholder in descending order beginning with the Tendering Shareholders having the largest number of rounded-down shares, to the extent that the total number of shares purchased became equal or greater than the number of shares to be purchased.
3. Locations for public inspection of copies of the Tender Offer report
(
(2-1 Nihombashi Kabutocho, Chuo-ku,
II. Completion of Acquisition of Own Shares
1. Details of Acquisition of Own Shares
(1) Class of shares purchased:
Common stock
(2) Total Number of shares purchased:
40,453,107 shares
(Note) Ratio to the total number of issued shares (1,958,454,023) as of
(3) Total share acquisition price:
(Note) The above-mentioned figure does not include fees paid to the tender offer agent and other miscellaneous expenses.
(4) Acquisition period:
From
(5) Acquisition method:
Tender Offer
With the completion of the Tender Offer, the acquisition of own shares authorized by the resolution of the Meeting of Board of Directors adopted on
Reference: Details of the resolution adopted by the Meeting of Board of Directors on
(A) Class of shares to be acquired:
Common stock
(B) Total number of shares that may be acquired:
40,453,174 shares (maximum)
(Note) Ratio to the total number of issued shares (excluding shares of treasury stock): 2.25% (rounded to the second decimal place)
(C) Total share acquisition price:
(D) Acquisition period:
From
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