お知らせ • Feb 23
'Renesas Electronics Europe GmbH cancelled the acquisition of unknown remaining stake in Sequans Communications S.A. (NYSE:SQNS).
'Renesas Electronics Europe GmbH entered into a memorandum of understanding to acquire unknown remaining stake in Sequans Communications S.A. (NYSE:SQNS) in a tender offer valued approximately $250 million on August 4, 2023. Renesas Electronics Europe GmbH entered into a security purchase agreement to acquire unknown stake in Sequans Communications S.A. (NYSE:SQNS) in a tender offer valued approximately $250 million on November 8, 2023 Under the terms of the MoU, Renesas will initiate a cash tender offer of $3.03 per Sequans ADS, subject to certain conditions. This offer represents a premium of 42.3% to Sequans’ closing price on August 4, and 7.7% premium to the volume weighted average price over the last twelve months and a 32.6% premium to the volume weighted average price over the last six months. The transaction values Sequans at approximately $249 million, including net debt of approximately $52 million. If, upon completion of the appropriate works council consultation, Sequans’ Board recommends the tender offer to the holders of Sequans’ ordinary shares and ADSs, Renesas will commence the tender offer thereafter. Pursuant to the terms of the MoU, Renesas will, following consultation of the Sequans’ works council and favorable recommendation by the Sequans Board, commence a tender offer to acquire all outstanding ordinary shares, including American Depositary Shares (ADS) of Sequans for $3.03 per ADS (each ADS representing four ordinary shares) in cash. The transaction values Sequans at approximately $249 million, including net debt. Upon closing of the transaction, Renesas intends to integrate Sequans’ breadth of cellular connectivity products and IP into its core product lineup, including microcontrollers, microprocessors, analog and mixed signal front ends. The acquisition will allow Renesas to immediately expand its reach to the Wide Area Network (WAN) market space encompassing a broad range of data rates. Following the closing of the tender offer and completion of such transactions, any ordinary shares or ADSs not tendered would be ultimately transferred to Renesas under German squeeze-out rules for statutory compensation. In connection with these transactions, Sequans’ existing French activities, including assets, liabilities and employees, would be first transferred to a new wholly owned French subsidiary of Sequans. If the MoU is terminated under certain circumstances, the Company would be required to pay a termination fee of $9,850,000. As of September 11, 2023. Renesas Electronics Corporation (TSE: 6723, "Renesas") and Sequans Communications S.A. (NYSE: SQNS, "Sequans") today announced that Renesas has commenced the previously announced tender offer to acquire all of the outstanding ordinary shares of Sequans for $0.7575 per ordinary share and American Depositary Shares ("ADSs") of Sequans for $3.03 per ADS (each ADS representing four ordinary shares) in cash, without interest and less any applicable withholding taxes. As of October 5, 2023, Renesas has extended the expiration date of its tender offer to acquire all the outstanding ordinary shares of Sequans for $0.7575 per ordinary share and American Depositary Shares of Sequans for $3.03 per ADS (each ADS representing four ordinary shares) in cash, without interest and less any applicable withholding taxes. The Committee on Foreign Investment in the United States has cleared the proposed acquisition of Sequans by Renesas. The tender offer on October 6, 2023, has been extended on October 23, 2023, unless the tender offer is further extended or earlier terminated. Bank of New York Mellon, the Tender Agent for the tender offer, has advised Renesas on October 4, 2023, approximately 15,647,106 ordinary shares of Sequans (including ordinary shares represented by ADSs), representing approximately 6.67% of the fully diluted ordinary shares of Sequans, have been validly tendered and not properly withdrawn pursuant to the tender offer.The MoU contains certain termination rights for each of the Company and Parent, including if (i) the consummation of the transactions contemplated by the Offer has not been consummated on or prior to March 4, 2024 (as such date may be extended as provided in the MoU), (ii) Parent has not received confirmation of tax treatment from relevant tax authorities prior to December 2, 2023 or received an adverse tax ruling, (iii) any law, order, decree, ruling or judgment permanently prohibits completion of the transactions contemplated by the MoU, including the Offer, and (iv) prior to the public announcement of the Company Board Recommendation, if the Board effects a change in the Company Board Recommendation or fails to make the Company Board Recommendation when required by the MoU. tTe board of directors of Parent has approved the Transactions contemplated by this MoU, including the Offer and The board of directors of the Company (the “Board”) has approved the MoU. The transaction is expected to close by the first quarter of calendar year 2024. Assuming the completion of the tender offer, Sequans will become a privately held company and Sequans’ ADSs will no longer be listed on any public market. As of October 20, 2023, the tender offer, which was previously scheduled to expire on October 23, 2023, has been extended until November 6, 2023, unless the tender offer is further extended or earlier terminated. As on November 6, 2023, the tender offer, which was previously scheduled to expire on November 6, 2023, has been extended until to November 21, 2023, unless the tender offer is further extended or earlier terminated. As on November 20, 2023, the tender offer, which was previously scheduled to expire on November 21, 2023, has been extended until to December 6, 2023, unless the tender offer is further extended or earlier terminated. On December 4, 2023, approximately 108,974,617 Ordinary Shares (including Ordinary Shares represented by ADSs) were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 38.8%. The tender offer, which was previously scheduled to expire on December 6, 2023, has been extended until on December 20, 2023, unless the tender offer is further extended or earlier terminated. The tender offer, which was previously scheduled to expire on December 20, 2023, has been extended to January 5, 2024, unless the tender offer is further extended or earlier terminated. As on January 5, 2024, the tender offer, which was previously scheduled to expire on January 5, 2024, has been extended to January 22, 2024, unless the tender offer is further extended or earlier terminated. Tender offer has been extended till February 5, 2024. As of February 2, 2024, Renesas has extended the expiration date of its tender offer to acquire all of the outstanding ordinary shares of Sequans until February 20, 2024, unless the tender offer is further extended or earlier terminated. As on February 12, 2024, Sequans Communications shareholders approved the deal. As of February 20, 2024, Renesas has extended the expiration date of its tender offer to acquire all of the outstanding ordinary shares of Sequans until March 4, 2024, unless the tender offer is further extended or earlier terminated. On February 16, 2024, approximately 123.47 million ordinary shares of Sequans representing approximately 44.5% of the fully diluted ordinary shares of Sequans, have been validly tendered.BofA Securities is serving as financial advisor to Renesas Electronics Europe GmbH and Jon A. Olsen and Jean A. Lee of Goodwin Procter LLP is serving as legal counsel. Needham & Company is serving as financial advisor to Sequans and Brett Cooper and Richard Vernon Smith of Orrick, Herrington & Sutcliffe LLP is serving as legal counsel.'Renesas Electronics Europe GmbH cancelled the acquisition of unknown remaining stake in Sequans Communications S.A. (NYSE:SQNS) on February 23, 2024.