Tender Offer - Renesas Electronics Corp
Form Type: CORRESP
Filing Date: 2023-12-26
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312523303249
Filing Summary: On December 26, 2023, Renesas Electronics Europe GmbH submitted a letter to the SEC in response to comments regarding its Tender Offer for Sequans Communications S.A. This offer targets ordinary shares and American depositary shares at a price of $0.7575 and $3.03 respectively. The letter addresses the SEC's inquiry about the treatment of various equity awards in different countries relating to the Tender Offer and compliance with Rule 14e-5. The communication clarifies how Company Warrants, Company Options, Unvested Company RSAs, and Unsellable Company Shares are handled in light of the tender offer and the regulatory framework. Specifically, the treatment for Unvested Company RSAs and Unsellable Company Shares aligns with relief provisions granted in past SEC no-action letters, allowing for adaptability to comply with local laws regarding stock offers. The letter emphasizes fair treatment for all shareholders participating in the Tender Offer and outlines a mechanism for transitioning Unsellable Company Shares to ensure equity across shareholder treatment.
Document Link: View Document
Additional details:
Comment Letter Date: 2023-12-21
Amended Schedule To Date: 2023-12-18
Offer Price Per Company Share: $0.7575
Offer Price Per Ads: $3.03
Percentage Unsellable Company Shares: 0.76%
Lockup Period Duration: 14 months
Filing By: Renesas Electronics Europe GmbH
Form Type: CORRESP
Filing Date: 2023-10-04
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312523250732
Filing Summary: On October 4, 2023, Renesas Electronics Corporation and its affiliate, Renesas Electronics Europe GmbH, submitted a letter to the SEC addressing comments from the SEC staff regarding their combined Tender Offer Statement and Rule 13E-3 Transaction Statement initially filed on September 11, 2023. The letter included responses to the SEC's comments dated September 19, 2023, particularly addressing Dr. Karam's status as a filing person under Rule 13e-3. The companies clarified their position on whether Dr. Karam should be included as a filing person, outlining a detailed legal analysis and emphasizing that he should not be deemed essential to the transaction. They affirmed they have not considered liquidation value in their fairness determinations regarding the offer and made necessary amendments to the Offer to Purchase document to clarify the terms and conditions of the tender offer and the commitment to comply with relevant SEC rules. The filing also noted the need for revisions in accordance with the SEC's recommendations regarding various sections of the Offer.
Document Link: View Document
Additional details:
Filing Persons: Renesas Electronics Europe GmbH, Renesas Electronics Corporation
Schedule 13e 3 Reference: Filed with SEC on September 11, 2023
Comment Letter Date: 2023-09-19
Dr Karam Position: Acknowledged not to be a filing person
Offer Price Disclosure: Revised disclosures regarding the offer price and terms
Comments
No comments yet. Be the first to comment!