Renesas and Dialog Semiconductor Announce Conclusion of Final Regulatory Review and the Expected Closing Date for Renesas’ Proposed Acquisition of Dialog Semiconductor

TOKYO & LONDON–(BUSINESS WIRE)–Renesas Electronics Corporation (TSE: 6723, “Renesas”), a premier supplier of advanced semiconductor solutions, and Dialog Semiconductor Plc (XETRA:DLG, “Dialog Semiconductor”), a leading provider of battery and power management, Wi-Fi, Bluetooth® low energy (BLE) and Industrial edge computing solutions, are pleased to announce that the Taiwan Fair Trade Commission has waived its jurisdiction to review the recommended all-cash acquisition of Dialog Semiconductor by Renesas.

The relevant authorities in Germany, the People’s Republic of China and the United States have already issued the anti-trust and/or foreign investment clearances, have allowed the applicable waiting period to expire or have waived jurisdiction, as appropriate. At the Dialog General Meeting and at the Court Meeting held on April 9, 2021, all resolutions proposed in connection with the Scheme were duly passed by the requisite majorities and, accordingly, the Acquisition has been approved by Dialog Shareholders.

The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of certain remaining Conditions set out in the Scheme Document, including the Court’s sanction of the Scheme at the Court Sanction Hearing and the delivery of the Court Order to the Registrar of Companies. The current expected timetable of principal events for the implementation of the Scheme is set out in the announcement published jointly by Renesas and Dialog Semiconductor earlier today via a Regulatory Information Service. In particular, please note that the Court Sanction Hearing has been scheduled for August 27, 2021 (London time) and the closing date of the Acquisition is expected to be on August 30, 2021 (London time), August 31, 2021 (JST).

Renesas does not intend to implement significant changes to its organization at the time of the closing of the acquisition. A further announcement will be made upon August 30, 2021 (London time), August 31, 2021 (JST) when the acquisition is complete.

Note: Except as otherwise defined herein, capitalized terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document sent to Dialog Shareholders on March 8, 2021.

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) (“Renesas”) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power, and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, and YouTube.

About Dialog Semiconductor plc

Dialog Semiconductor plc (XETRA:DLG) (“Dialog Semiconductor”) is a leading provider of standard and custom integrated circuits (ICs) that power the Internet of Things and Industry 4.0 applications. Dialog Semiconductor’s proven expertise propels the next generation of today’s devices by providing Battery Management, Bluetooth® low energy, Wi-Fi, Flash memory, and Configurable Mixed-signal ICs, improving power efficiency, reducing charge times, while increasing performance and productivity on the go.

Dialog Semiconductor operates a fabless business model and is a socially responsible employer pursuing many programs to benefit the employees, community, other stakeholders and the environment it operates in. With decades of experience and world-class innovation, we help manufacturers get to what’s next. Our passion for innovation and entrepreneurial spirit ensures we remain at the forefront of power efficient semiconductor technology for the IoT, mobile, computing and storage, connected medical, and automotive markets. Dialog Semiconductor is headquartered near London with a global sales, R&D and marketing organization. In 2020, it had $1.376 billion in revenue and is consistently one of the fastest growing European public semiconductor companies. It currently has approximately 2,300 employees worldwide. The company is listed on the Frankfurt (FWB: DLG) stock exchange (Regulated Market, Prime Standard, ISIN GB0059822006).

Cautionary note regarding forward-looking statements

This announcement may contain certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of Renesas and/or Dialog Semiconductor and/or the combined group following completion of the Acquisition and certain plans and objectives of Renesas with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as ‘anticipate’, ‘target’, ‘continue’, ‘estimate’, ‘expect’, ‘‘forecast’, ‘intend’, ‘may’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘could’, ‘project’, ‘should’, ‘will’ or other words of similar meaning. These statements are based on assumptions and assessments made by Renesas and/or Dialog Semiconductor (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Neither Renesas nor Dialog Semiconductor undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. If any one or more of these risks or uncertainties materializes or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

No member of the Renesas group or the Dialog Semiconductor group nor any of their respective associates, directors, officers, employers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of the Renesas group or the Dialog Semiconductor group. All subsequent oral or written forward-looking statements attributable to any member of the Renesas group or the Dialog Semiconductor group, or any of their respective associates, directors, officers, employers or advisers, are expressly qualified in their entirety by the cautionary statement above.

(Remarks) Dialog and the Dialog logo are trademarks of Dialog Semiconductor Plc or its subsidiaries. Bluetooth is a registered trademark of Bluetooth SIG, Inc. of the United States. All other product or service names are the property of their respective owners.

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