Form SC TO-T/A - Tender offer statement by Third Party: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)

 

 

Sequans Communications S.A.

(Name of Subject Company (Issuer))

 

 

Renesas Electronics Europe GmbH

a wholly owned subsidiary of

Renesas Electronics Corporation

(Name of Filing Person - Offeror)

 

 

American Depositary Shares, each representing four (4) Ordinary Shares, nominal value €0.01 per share Ordinary Shares, nominal value €0.01 per share

(Title of Class of Securities)

817323207*

(CUSIP Number of Class of Securities)

 

 

Takahiro Homma

Renesas Electronics Corporation

3-2-24 Toyosu, Koto-ku, Tokyo 135-0061, Japan

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copy to:

Jon A. Olsen

Jean A. Lee

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401

[phone]

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☒

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

*	This CUSIP number is assigned to the subject company’s American Depositary Shares, each representing four Ordinary Shares.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal offense.

 

 

 

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This Amendment No. 14 (this “Amendment”) amends and supplements the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO filed by Renesas Electronics Europe GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung—GmbH) (“Purchaser”), and a direct wholly-owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent”), with the U.S. Securities and Exchange Commission on September 11, 2023 (as amended and supplemented on October 4, 2023, October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20, 2023, December 5, 2023, December 18, 2023, December 19, 2023, January 5, 2024, January 22, 2024, February 2, 2024, February 20, 2024 and February 23, 2024 and as may be further amended or supplemented from time to time, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding ordinary shares, nominal value €0.01 per share (each, an “Ordinary Share,” and collectively, the “Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (each of which represents four Ordinary Shares) (each, an “ADS,” and collectively, the “ADSs”), and Ordinary Shares issuable upon the exercise of any outstanding options, warrants, convertible securities, restricted share awards or rights to purchase, subscribe for, or be allocated Ordinary Shares (collectively, the “Company Shares”), of Sequans Communications S.A., a société anonyme organized under the laws of France (“Sequans”), for U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS (each such amount, the “Offer Price”), in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase attached to the Schedule TO as Exhibit (a)(1)(A) (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the Ordinary Share Acceptance Form (together with any amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, the “ADS Letter of Transmittal,” and together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(B) and (a)(1)(C), respectively.

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Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

The Schedule TO is hereby amended and supplemented as follows:

Items 1 through 9, Item 11 and Item 13.

The Offer to Purchase and Items 1 through 9, Item 11 and Item 13 of the Schedule TO, to the extent such Items 1 through 9, Item 11 and Item 13 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

1.

By adding the following text:

“On February 22, 2024, Renesas exercised its right to terminate the MoU. As a result of such termination, the Offer was also terminated.

The press release issued by Renesas announcing the termination of the MoU and the termination of the Offer is attached hereto as Exhibit (a)(5)(O) and is incorporated herein by reference.”

 

Item 12.

Exhibits.

Item 12 is hereby amended and supplemented by adding the following exhibit:

Index No.

 

(a)(5)(O)		Press Release issued by Parent on February 23, 2024 (Japan time) announcing the termination of the MoU and the termination of the Offer.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 23, 2024

 

RENESAS ELECTRONICS EUROPE GmbH
By:		/s/ Carsten Jauch
Name:		Carsten Jauch
Title:		Managing Director
RENESAS ELECTRONICS CORPORATION
By:		/s/ Shuhei Shinkai
Name:		Shuhei Shinkai
Title:		Senior Vice President and CFO

Exhibit (a)(5)(O)

Renesas Announces Termination of Memorandum of Understanding and Tender Offer for Proposed Acquisition of Sequans

TOKYO, Japan, February 23, 2024 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) today announced that it has terminated the previously announced Memorandum of Understanding (“MOU”) between Renesas and Sequans Communications S.A. (NYSE: SQNS, “Sequans”), pursuant to which Renesas had made a tender offer to purchase all of the issued and 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. The previously announced tender offer has also been terminated by Renesas.

Under the terms of the MOU, either Renesas or Sequans can terminate the MOU if, among other reasons, Renesas receives a confirmation from the National Tax Agency of Japan that consummation of the reorganization provided in the MOU would require Renesas to recognize taxable gain and pay such tax under Article 66-6 of Act on Special Measures Concerning Taxations of Japan (an “Adverse Japanese Tax Ruling”). On February 15, 2024, Renesas received an Adverse Japanese Tax Ruling. As a result, Renesas exercised its right to terminate the MOU, and as a result of such termination, the tender offer has also been terminated.

As a result of the termination of the MOU and termination of the tender offer, no ordinary shares or ADSs of Sequans will be purchased by Renesas in the tender offer and all ordinary shares and ADSs previously tendered but not withdrawn will be promptly returned.

The termination will not have material impact on Renesas’ core strategy of driving its technologies into higher growth industries. Renesas continues to see significant opportunities from cellular IoT technology and intends to build on the momentum through its partnership with Sequans.

This communication constitutes a formal notification of the expiration of the tender offer and a formal notification that Renesas will not accept for purchase any ordinary shares or ADSs of Sequans tendered in connection with the tender offer. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Renesas.

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. The leading global provider of microcontrollers, Renesas combines our expertise in embedded processing, analog, power and connectivity to deliver complete semiconductor solutions. These Winning Combinations accelerate time to market for automotive, industrial, infrastructure and IoT applications, enabling billions of connected, intelligent devices that enhance the way people work and live. Learn more at renesas.com. Follow us on LinkedIn, Facebook, X, YouTube and Instagram.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including, without limitation, statements regarding the tender offer and related transactions contemplated by the MOU. The words “estimates,” “expects,” “continues,” “intends,” “plans,” “anticipates,” “targets,” “may,” “will,” “would,” “could,” “should,” “potential,” “goal,” and “effort” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. Renesas does not undertake any duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.

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Media Contacts: Kyoko Okamoto Renesas Electronics Corporation [phone] [e-mail]		Investor Contacts: Yuma Nakanishi Renesas Electronics Corporation [phone] [e-mail]

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