PR N° C2824C
Not for
publication or distribution directly or indirectly, in whole or in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 prices a US$1.5 billion dual-tranche
offering of New Convertible Bonds
AMSTERDAM, 22 June 2017 --
STMicroelectronics N.V. (the "Company" or "STMicroelectronics")
announces today the pricing 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 New Convertible Bonds will be
issued in two tranches, one of US$750 million with a maturity of 5
years and one of US$750 million with a maturity of 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 outstanding US$600 million Zero Coupon
Convertible Bonds due 2019 (ISIN: XS1083956307, the "2019
Convertible Bonds") and the future redemption of the outstanding
US$400 million 1.00 per cent. Convertible Bonds due 2021 (ISIN:
XS1083957024).
The Company also announced today
(i) 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 and (ii) the early redemption
of the 2019 Convertible Bonds.
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.
Carlo Ferro, STMicroelectronics'
Executive Vice President and Chief Financial Officer, commented,
"Today we completed a transaction that further enhances ST's
capital structure, supports growth and confirms the strength of
both ST's equity story and credit profile, amid revenues growth and
margin expansion. And we did it - once again - with a structure
friendly to our equity holders. We raised US$1.5 billion at an
overall zero yield and a 37.5% conversion premium. The yield in
favor of the Company for the 2022 tranche is unique for a US dollar
transaction in the European capital market. Finally, the
combination of the net share settlement option and repurchase of
the underlying shares implies substantially no dilution at
conversion to shareholders".
Offering of New Convertible Bonds
The Company will 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 101.265% 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 of (0.25)%;
· The 7-year
maturity New Convertible Bonds will bear interest at an annual rate
of 0.25%, 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 of
0.25%.
The initial conversion prices have
been set, in relation to each of the 5-year maturity and 7-year
maturity New Convertible Bonds, at US$20.54, representing a premium
of 37.5% 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.
Settlement of the New Convertible
Bonds 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 and Banca IMI and Natixis
are acting as Co-Managers.
The Company has appointed the
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.
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, the Joint Bookrunners and the Co-Managers (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 new convertible bonds
pricing_22june2017
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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