Renesas Extends Tender Offer for Proposed Acquisition of Sequans
February 21, 2024 | RenesasEstimated reading time: 2 minutes
Renesas Electronics Corporation and Sequans Communications S.A. announced that (i) Renesas has extended the expiration date of its 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, (ii) pursuant to articles L. 151-3 and R. 151-1 et seq. of the French Code Monétaire et Financier, Renesas has received foreign direct investment regulatory authorization from the French Ministère chargé de l’Economie et des Finances on the previously announced proposed acquisition of Sequans and (iii) on February 15, 2024, Renesas informed Sequans that the National Tax Agency of Japan confirmed to Renesas that consummation of the reorganization provided in the Memorandum of Understanding between Renesas and Sequans would require Renesas to recognize taxable gain and pay tax under Article 66-6 of Act on Special Measures Concerning Taxations of Japan. Renesas is of the opinion that this confirmation constitutes an Adverse Japanese Tax Ruling under the Memorandum of Understanding and, therefore, the contractual condition in the Memorandum of Understanding to the tender offer requiring Renesas’ receipt of a confirmation that such reorganization not trigger such tax cannot be fulfilled. Both parties are discussing next steps in light of this development.
On February 12, 2024, the parties closed another financing transaction in which a wholly owned subsidiary of Renesas loaned an additional $9,000,000 to Sequans in exchange for an unsecured subordinated note of Sequans. Sequans expects to use the proceeds from the financing transaction to partially fund operations.
The tender offer, which was previously scheduled to expire at one minute after 11:59 P.M., New York City time, on February 20, 2024, has been extended by Renesas until one minute after 11:59 P.M., New York City time, on March 4, 2024, unless the tender offer is further extended or earlier terminated. The tender offer was extended to allow additional time for the satisfaction of the remaining closing conditions of the tender offer, including, but not limited 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 of Sequans.
The Bank of New York Mellon, the Tender Agent for the tender offer, has advised Renesas that as of 6 p.m., New York City time, on February 16, 2024, approximately 123,472,744 ordinary shares of Sequans (including ordinary shares represented by ADSs), representing approximately 44.5% of the fully diluted ordinary shares of Sequans, have been validly tendered and not properly withdrawn pursuant to the tender offer. Holders that have previously tendered their shares do not need to re-tender their shares or take any other action in response to this extension.
The tender offer is being made pursuant to the Offer to Purchase, dated September 11, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), the related Ordinary Share Acceptance Form, ADS Letter of Transmittal and certain other offer documents (together with any amendments or supplements thereto), copies of which are attached to the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by Renesas and Renesas Electronics Europe GmbH with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2023, as amended.
Testimonial
"Advertising in PCB007 Magazine has been a great way to showcase our bare board testers to the right audience. The I-Connect007 team makes the process smooth and professional. We’re proud to be featured in such a trusted publication."
Klaus Koziol - atgSuggested Items
Federal Electronics Successfully Completes AS9100 and ISO 9001 Surveillance Audit at Cranston Headquarters
09/30/2025 | Federal ElectronicsFederal Electronics, a leader in providing advanced electronic manufacturing services, announced the successful completion of its annual AS9100 and ISO 9001 surveillance audit at its headquarters in Cranston, Rhode Island.
Federal Electronics Enhances Hermosillo Operations with Installation of Mycronic MyPro S30 Stencil Printer
09/29/2025 | Federal ElectronicsFederal Electronics, a leader in providing advanced electronic manufacturing services, has expanded its production capabilities with the installation of a new Mycronic MyPro S30 Stencil Printer at its Hermosillo facility.
LPKF to Unveil CuttingMaster 2240 Cx at Productronica
09/26/2025 | LPKF Laser & ElectronicsLPKF Laser & Electronics SE will be showcasing the CuttingMaster 2240 Cx as part of the Fraunhofer IZM production line at this year's Productronica in Munich, demonstrating state-of-the-art laser technology in action.
Empower Sets New Benchmark with 20x Faster Response and Breakthrough Sustainability Demonstrated at OCP Global Summit 2025
09/25/2025 | Empower SemiconductorEmpower Semiconductor, the world leader in powering AI-class processors, announced that its Crescendo chipset, an artificial intelligence (AI) and high-performance computing (HPC) processor true vertical power delivery platform, is available now for final sampling, with mass production slated for late 2025.
TTM Technologies Expands Ultra Small Radio Frequency Components Offering for Telecom, Test and Measurement, and COTS Mil-Aero Applications
09/22/2025 | Globe NewswireTTM Technologies, Inc continues to innovate in the field of Radio Frequency & Specialty (RF&S) components with the introduction of new ultra small RF crossover and splitter components. Building on TTM’s commitment to meet the evolving demands within the Telecom, Test and Measurement, and Commercial Off-the-Shelf (COTS) Mil-Aero sectors, these latest offerings further enhance our product lineup.