Renesas commences Sequans tender offer
Renesas offer to purchase all outstanding ordinary shares.
Renesas Electronics Corporation and Sequans Communications S.A. have 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.
The tender offer is being made pursuant to the memorandum of understanding between Renesas and Sequans dated August 4, 2023, as amended. As previously announced on August 16, 2023, the Sequans Board of Directors determined that the Renesas offer is consistent with and will further the business objectives and goals of Sequans, and is in the best interests of Sequans, its employees, and its shareholders, and recommends that all holders of ordinary shares and ADSs accept Renesas’ offer and tender their outstanding shares and/or ADSs to Renesas.
The tender offer is scheduled to expire at one minute after 11:59 P.M. (New York City time) on October 6, 2023, unless extended or terminated. The closing of the tender offer is subject to the valid tender of ordinary shares and ADSs of Sequans representing – together with ordinary shares and ADSs of Sequans beneficially owned by Renesas, if any – at least 90% of the fully diluted ordinary shares and ADSs, as well as confirmation of tax treatment from relevant authorities, regulatory approvals and other customary closing conditions.