PR N° C2823C
Not for
publication or distribution directly or indirectly, in whole or in
part, in or into the United States, Australia, Canada, Japan or
South Africa or in any other jurisdiction in which offers or sales
would be prohibited by applicable law.
This
announcement is not an offer to sell or a solicitation to buy
securities in any jurisdiction, including the United States,
Australia, Canada, Japan or South Africa. Neither this announcement
nor anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or commitment whatsoever in any
jurisdiction.
STMicroelectronics announces (i) a US$1.5 billion
dual-tranche offering of New Convertible Bonds, (ii) the early
redemption of its 2019 Convertible Bonds and (iii) the launch of a
share buy-back programme
AMSTERDAM, 22 June 2017 --
STMicroelectronics N.V. (the "Company" or "STMicroelectronics")
announces today the launch of a US$1.5 billion offering of senior
unsecured bonds convertible into new or existing ordinary shares of
STMicroelectronics (the "Shares") (the "New Convertible Bonds"),
the early redemption of the outstanding US$600 million Zero Coupon
Convertible Bonds due 2019 (ISIN: XS1083956307, the "2019
Convertible Bonds") and the launch of a share buy-back programme
intended to meet obligations arising from debt financial
instruments that are exchangeable into equity instruments and to
meet obligations arising from share award programmes.
The New Convertible Bonds will be
offered in two tranches (with a minimum size of US$500 million for
each tranche) with a maturity of 5 years and 7 years. The terms of
the New Convertible Bonds are expected to contain customary
provisions which will allow the Company to satisfy conversion
rights on the New Convertible Bonds with a combination of cash, new
Shares and treasury Shares, or cash or Shares only including,
unless the Company elects otherwise, by way of net share
settlement. The offering proceeds, net of costs (including costs in
respect of the share buy-back programme), will be used by
STMicroelectronics for general corporate purposes, including the
early redemption of the 2019 Convertible Bonds and the future
redemption of the outstanding US$400 million 1.00 per cent.
Convertible Bonds due 2021 (ISIN: XS1083957024).
A net share settlement is the
default settlement scenario under the New Convertible Bonds, and
the Company's share buy-back programme is designed to equal or
exceed the number of Shares required to be delivered on the
exercise of conversion rights under the New Convertible Bonds,
assuming a net share settlement.
Offering of New Convertible Bonds
The Company proposes to issue the
two tranches of New Convertible Bonds as follows:
-
The 5-year maturity New Convertible
Bonds will not bear interest. The New Convertible Bonds will be
issued at 100.00% - 102.53% of their principal amount and will be
redeemed at 100% of their principal amount on 3 July 2022, unless
previously redeemed, converted or purchased and cancelled. This
corresponds to an initial gross yield to maturity range between
(0.5)% - 0.0%; and
-
The 7-year maturity New Convertible
Bonds will bear interest at an annual rate between 0.0% - 0.5%,
payable semi-annually in arrear. The New Convertible Bonds will be
issued at 100% of their principal amount and will be redeemed at
100% of their principal amount on 3 July 2024, unless previously
redeemed, converted or purchased and cancelled. This corresponds to
an initial gross yield to maturity range between 0.0% - 0.5%.
The initial conversion prices for
the New Convertible Bonds are expected to be set:
-
In relation to the 5-year maturity New
Convertible Bonds, at a premium between 35% - 40%; and
-
In relation to the 7-year maturity New
Convertible Bonds, at a premium between 35% - 40%,
in each case over the
volume-weighted average price of the Shares between opening of
trading today and pricing of the offering on the Mercato Telematico Azionario organised and managed by
Borsa Italiana S.p.A., converted into US
dollars at the prevailing exchange rate at the time of pricing.
The final terms of the New
Convertible Bonds are expected to be determined and announced later
today and settlement is expected to take place on or about 3 July
2017.
Application will be made for the
New Convertible Bonds to be admitted to trading on the Open Market
(Freiverkehr) segment of the Frankfurt Stock
Exchange.
In the context of this offering,
the Company has committed to a lock-up of 90 days in respect to the
Shares and related securities.
Morgan Stanley and Société
Générale Corporate & Investment Banking are acting as Joint
Global Coordinators and Joint Bookrunners and Citigroup Global
Markets Limited, J.P. Morgan and UniCredit are acting as Joint
Bookrunners in respect of the offering.
Early redemption
of the 2019 Convertible Bonds
The Company will today give notice
to the holders of the 2019 Convertible Bonds to redeem all of the
2019 Convertible Bonds on 24 July 2017 at their principal amount in
accordance with Condition 7(b)(ii) of the terms and conditions of
the 2019 Convertible Bonds.
Holders of the 2019 Convertible
Bonds are entitled to exercise their rights to convert their 2019
Convertible Bonds into Shares, cash or a combination of Shares and
cash by reference to the prevailing conversion price, currently
US$12.1275 per Share, in accordance with Condition 6(a) of the
terms and conditions of the 2019 Convertible Bonds. If holders of
the 2019 Convertible Bonds exercise their conversion rights, the
Company intends to settle such exercise through the payment of cash
and delivery of Shares pursuant to the Net Share Settlement
provisions of Condition 6(a)(ii) of the terms and conditions of the
2019 Convertible Bonds.
Launch of share
buy-back programme
The Company also announces the
launch of a share buy-back programme of up to 19 million Shares for
an amount up to US$297 million intended to meet obligations arising
from debt financial instruments that are exchangeable into equity
instruments and to meet obligations arising from share award
programmes.
The share buy-back programme was
authorised pursuant to a resolution passed at the Company's Annual
General Meeting of Shareholders, which, among other things, granted
authorization for the repurchase of Shares over a period of
eighteen months, ending on 20 December 2018. The share buy-back
programme may terminate earlier than this date, and any such
earlier termination shall be immediately announced.
The Company will appoint one
broker to execute the share buy-back programme in accordance with
all applicable regulations. The broker will make decisions relating
to the purchase of Shares independently, including with respect to
the timing of any purchases, and all purchases effected will be in
compliance with applicable daily limits on prices and volumes.
The share buy-back programme will
be subject to the following terms:
-
The maximum number of Shares to be
repurchased is 19 million Shares, representing approximately 2.1%
of the ordinary share capital of the Company as of 15 June 2017;
and
-
The price paid for any Share purchased
pursuant to the buy-back programme shall be subject to a minimum of
€1.04 and a maximum of 110% of the average of the highest price at
which the Shares are quoted on each of the five trading days prior
to the date of the relevant purchase, on each of the regulated
market of Euronext Paris, the New York Stock Exchange and Mercato Telematico Azionario organised and managed by
Borsa Italiana S.p.A.
Purchases of Shares will be made
on one or more trading venues, which may include the regulated
market of Euronext Paris, and the Mercato
Telematico Azionario organised and managed by Borsa Italiana S.p.A..
The costs that the Company may
incur in connection with the purchase of the Shares pursuant to the
share buy-back programme will depend on the price and the terms on
which actual purchases are made.
The Company will announce details
of any share purchases effected pursuant to the buy-back programme,
as required by applicable laws and regulations.
As of 15 June 2017, the Company
holds approximately 23.3 million treasury Shares, representing
approximately 2.6% of its ordinary share capital.
About
STMicroelectronics
STMicroelectronics is a global
semiconductor leader delivering intelligent and energy-efficient
products and solutions that power the electronics at the heart of
everyday life. STMicroelectronics' products are found everywhere
today, and together with our customers, we are enabling smarter
driving and smarter factories, cities and homes, along with the
next generation of mobile and Internet of Things devices. By
getting more from technology to get more from life,
STMicroelectronics stands for life.augmented.
In 2016, the Company's net revenues were US$6.97
billion, serving more than 100,000 customers worldwide. Further
information can be found at www.st.com.
Inside
information
This press release relates to the disclosure of
information that qualified, or may have qualified, as inside
information within the meaning of Article 7(1) of the EU Market
Abuse Regulations.
* *
* * *
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes, should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not
constitute or form part of an offer to sell securities or the
solicitation of any offer to subscribe for or otherwise buy any
securities to any person in the United States, Australia, Canada,
Japan, South Africa or in any jurisdiction to whom or in which such
offer or solicitation is unlawful. The securities referred to in
this announcement have not been and will not be registered in the
United States under the US Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold in the United
States unless registered under the Securities Act or offered or
sold in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in Australia, South Africa, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of
Australia, South Africa, Canada or Japan. There will be no public
offer of the securities in the United States, Australia, Canada,
Japan or South Africa.
This announcement is for
distribution only to persons who (i) have professional experience
in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue, sale
or purchase of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This document is
directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment
or investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant
persons.
This announcement has been
prepared on the basis that any offer of the New Convertible Bonds
in any Member State of the European Economic Area (the "EEA") will
be made pursuant to an exemption under the Prospectus Directive
from the requirement to publish a prospectus for offers of
securities.
This announcement is addressed to,
and directed in member states of the EEA at, persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (directive 2003/71/EC, as amended) ("qualified
investors").
In addition, in France, this
communication is only directed to (a) persons providing investment
services relating to portfolio management for the account of third
parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de
tiers), and/or (b) qualified investors (investisseurs qualifiés) acting for their own account,
and/or (c) a restricted circle of investors (cercle restreint d'investisseurs) acting for their own
account, all as defined in, and in accordance with, Articles L.
411-1, L. 411-2, D. 411-1 and D. 411-4 of the French Code monétaire et financier.
The offering of the New
Convertible Bonds was not and will not be registered with the
Commissione Nazionale per le Società e la
Borsa ("CONSOB") (the Italian Securities Exchange Commission)
pursuant to Italian securities legislation and, accordingly, no New
Convertible Bonds may be offered, sold or delivered in the republic
of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant to
article 100 of Legislative Decree no. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 34-ter, first paragraph, letter b) of CONSOB regulation
no. 11971 of 14 May 1999, as amended ("Regulation no. 11971"); or
(ii) in other circumstances which are exempted from the obligation
to publish a prospectus, as provided for pursuant to Article 100 of
the Financial Services Act and Article 34-ter
of Regulation no. 11971.
Acquiring investments to which
this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Persons considering
making such investments should consult an authorised person
specialising in advising on such investments. This announcement
does not constitute a recommendation concerning the New Convertible
Bonds. The value of the New Convertible Bonds can decrease as well
as increase. Potential investors should consult a professional
advisor as to the suitability of the New Convertible Bonds for the
person concerned.
Each of the Joint Global
Coordinators and the Joint Bookrunners (together, the "Managers")
is acting exclusively for the Company and no one else in connection
with the offering and will not be responsible to any other person
for providing the protections afforded to clients of such Manager
respectively or for providing advice in relation to the offering,
the New Convertible Bonds or any other transaction, matter or
arrangement referred to in this announcement.
Each of the Company, the Managers
and their respective affiliates expressly disclaims any obligation
or undertaking to update, review or revise any statement contained
in this announcement whether as a result of new information, future
developments or otherwise.
In connection with the offering,
the Managers and any of their affiliates, acting as investors for
their own accounts, may subscribe for or purchase securities and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such securities and any
other securities of the Company or related investments in
connection with the New Convertible Bonds, the Company or
otherwise. Accordingly, references to the securities being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Managers and any of their
respective affiliates acting as investors for their own accounts.
The Managers do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of the Managers or any of
their respective directors, officers, employees, affiliates,
advisers or agents accepts any responsibility, duty or liability
whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company, its other subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
For further information, please
contact:
STMicroelectronics N.V.
INVESTOR RELATIONS:
Tait Sorensen
Group VP, Investor Relations
Tel: +1 602 485 2064
tait.sorensen@st.com
MEDIA RELATIONS:
Nelly Dimey
Director, Corporate Media and Public Relations
Tel: + 33 158 077 785
nelly.dimey@st.com
ST_22june2017 PR
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: STMicroelectronics via Globenewswire
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