DIALOG SEMICONDUCTOR Plc.
Recommended Cash Acquisition of Dialog Semiconductor Plc by Renesas Electronics Corporation – Update on Conditions and Timetable

DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE REGULATION (EU 596/2014, MAR)

London, 16 August 2021 – Dialog Semiconductor Plc (“Dialog” or the “Company“) is pleased to announce that, as of today, the Taiwan Fair Trade Commission has waived its jurisdiction to review the recommended cash acquisition by Renesas Electronics Corporation of the entire issued and to be issued share capital of Dialog (the “Acquisition“).

Accordingly, and following prior receipt of applicable anti-trust and/or foreign investment clearances, no further anti-trust and/or foreign investment clearances are expected to be required in order for the Acquisition to complete.

The Acquisition will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme“), which was contained in a document published on 8 March 2021 (the “Scheme Document“).

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. It is expected that the Scheme will become effective in accordance with its terms after 6.30 p.m. on 30 August 2021.

The current expected timetable of principal events for the implementation of the Scheme is set out below.

Event	Time and/or date
Court Sanction Hearing	27 August 2021
Last day for dealings in, and for registration of transfers of, Dialog Shares	30 August 2021
Scheme Record Time	6.30 p.m. on 30 August 2021
Effective Date	after 6.30 p.m. on 30 August 2021
Suspension of trading in Dialog Shares on the Frankfurt Stock Exchange (“FSE”)	prior to commencement of trading hours on the FSE on 31 August 2021
Termination of trading in Dialog Shares on the FSE	after the end of trading hours on the FSE on 31 August 2021
Cancellation of listing of Dialog Shares on the FSE	in due course after termination of trading in Dialog Shares
Record date for payments in respect of Clearstream Interests	6.00 p.m. (Frankfurt time) on 2 September 2021
Latest date for despatch of electronic payments through Clearstream (and, if relevant, cheques) for cash consideration due under the Scheme	Not later than 13 September 2021
Long Stop Date	21 January 2022

 

The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be announced by the Company.

Further details will be announced by the Company as soon as practicable and will be made available in due course on Dialog’s website at https://www.dialog-semiconductor.com/acquisition-microsite.

Contact:
Jose Cano
Director, Investor Relations
jose.cano@diasemi.com
+44(0)1793756961