Dialog Shareholders Approve Resolutions related to the Acquisition by Renesas Electronics Corporation of Dialog Semiconductor Plc

TOKYO, Japan, April 10, 2021 ― As announced in the press releases “Agreement on Commencement of Acquisition Procedure to Make Dialog Semiconductor Plc a Wholly-owned Subsidiary” issued on February 8, 2021 and “Recommended Cash Offer for Dialog Semiconductor Plc by Renesas Electronics Corporation: Publication of Scheme Document” issued on March 8, 2021, Renesas Electronics Corporation (“Renesas”, TSE: 6723), a supplier of advanced semiconductor solutions, has agreed the terms of a recommended cash acquisition of Dialog Semiconductor Plc (“Dialog”, XETRA:DLG) which is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”).

Renesas is pleased to announce that, 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 Scheme has been approved by Dialog Shareholders.

As set out in the Scheme Document, the Acquisition remains subject to the satisfaction (or, if capable, waiver) of the remaining Conditions, including certain competition and regulatory approvals as well as the Court’s sanction of the Scheme at the Court Sanction Hearing.

The Scheme is expected to become effective by the end of calendar year 2021. The expected timetable of principal events remains as set out in the Scheme Document. The dates and times given are indicative only and are based on current expectations and are subject to change.

Capitalised terms used but not otherwise defined in this press release have the meanings given to them in the Scheme Document. A copy of the Scheme Document is available on Renesas’ website at: https://www.renesas.com/us/en/about/investor-relations/offer-for-dialog