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Renesas and Dialog Semiconductor Announce Conclusion of Final Regulatory Review and the Expected Closing Date

Renesas and Dialog Semiconductor Announce Conclusion of Final Regulatory Review and the Expected Closing Date
Acquisition Expected to Close on August 30, 2021 London / August 31, 2021 JST

Renesas Electronics Corporation, a premier supplier of advanced semiconductor solutions, and Dialog Semiconductor Plc, 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.

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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.

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