Renesas Extends Tender Offer for Proposed Acquisition of Sequans

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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.