Renesas Electronics Corporation and Dialog Semiconductor today announced they have reached an agreement on the terms of a recommended all-cash acquisition by Renesas of the entire issued and to be issued share capital of Dialog for EUR 67.50 per share, representing a total equity value of approximately EUR 4.9 billion (approximately 615.7 billion yen).
“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,†said Hidetoshi Shibata, President and CEO of Renesas.
“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.â€
“For several years, we have successfully executed on a diversification strategy that positions Dialog for high-growth,†said Dr. Jalal Bagherli, CEO of Dialog.
“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’ leading 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.â€
Under the terms of the agreement, Renesas will pay EUR 4.9 billion in cash for all the issued and to be issued share capital of Dialog at a price per share of EUR 67.50. The offer price corresponds to a 20.3 percent premium to Dialog’s closing price of EUR 56.12 on February 5, 2021, being the last business day before the date of this announcement. Renesas plans to finance the transaction with bank loans of approximately 735.4 billion yen (Note).
The transaction has been unanimously approved by the boards of directors of both companies and is expected to close by the end of calendar year 2021. The transaction will be structured as a court-approved scheme of arrangement under the UK Companies Act 2006 and Dialog is expected to send the necessary documentation to its shareholders for the purposes of seeking their approval for the transaction within 28 days of this announcement. Completion of the transaction is subject to approval by Dialog shareholders as well as regulatory approvals and other customary closing conditions.
(Note) Renesas plans to raise equity finance by issuing new shares. Depending on the timing or other conditions of the equity finance, it is entirely possible that the portion of the aforementioned bank loans may not take place and instead funds procured through equity finance by way of issuance of new shares may be used as the payment for the Acquisition. ■