PRESS RELEASE : Dialog Semiconductor Plc.: Results of Court Meeting and Dialog General Meeting

DGAP-News: Dialog Semiconductor Plc. / Key word(s): AGM/EGM 
Dialog Semiconductor Plc.: Results of Court Meeting and Dialog General Meeting 
2021-04-09 / 17:29 
The issuer is solely responsible for the content of this announcement. 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO 
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION 
9 April 2021 
Recommended Cash Offer 
for 
Dialog Semiconductor Plc ("Dialog") 
by 
Renesas Electronics Corporation ("Renesas") 
Results of Court Meeting and Dialog General Meeting 
Dialog is pleased to announce that at the Court Meeting and the Dialog General Meeting of Dialog Shareholders held 
earlier today in connection with the recommended cash offer to be made by Renesas for the entire issued and to be 
issued share capital of Dialog (the "Offer") to be effected by means of a scheme of arrangement under Part 26 of the 
Companies Act (the "Scheme"), all the resolutions proposed were duly passed. 
At the Court Meeting, a majority in number of Dialog Scheme Shareholders, who voted (either in person or by proxy) and 
who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. 
The resolution was accordingly passed. 
At the Dialog General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also 
passed by the requisite majority. 
COURT MEETING 
The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows: 
              No. of       % of Scheme No. of Scheme    % of no. of Scheme  No. of Scheme Shares voted as a % of the 
Results of    Scheme       Shares      Shareholders who Shareholders who    Scheme Shares eligible to be voted at the 
Court Meeting Shares voted voted       voted            voted               Court Meeting 
For             27,519,193      99.87%                2                100%                                      38.61% 
Against             35,312       0.13%                1                 50%                                       0.05% 
Total           27,554,505        100%                2                100%                                      38.66% 

Notes: Percentages rounded to nearest two decimal places. Due to Dialog's listing on the Frankfurt Stock Exchange, all Scheme Shares are held by or on behalf of Clearstream Banking AG ("Clearstream"), who in turn holds them for the benefit of the underlying holders of Clearstream interests ("CI Holders") who trade and settle such interests through the Cascade electronic clearing and settlement system operated by Clearstream. Of a total number of 12,875 CI Holders at the voting record time for the Court Meeting, 822 gave instructions to approve the Scheme and 42 gave instructions to vote against the Scheme.

GENERAL MEETING

The voting on the Special Resolution to approve and provide for implementation of the Scheme was taken on a poll and the results were as follows:

                                                                    For              Against         Total    Withheld 
Special Resolution                                          No. of     % of     No. of    % of     No. of     No. of 
                                                            votes      votes    votes     votes    votes      votes 
Approval of Scheme implementation and amendment to Articles 27,130,907   99.87%    34,362    0.13% 27,165,269    82,468 
of Association 

Notes: Percentages rounded to nearest two decimal places. For votes include discretionary votes. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the Special Resolution.

Completion of the acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including (but not limited to) certain competition and regulatory approvals (including in, inter alia, Germany, the People's Republic of China, Taiwan and the United States) as well as the Court sanctioning the Scheme at the Court Sanction Hearing. Dialog will give adequate notice of the date and time of the Court Sanction Hearing, once known, by issuing an announcement through a Regulatory Information Service. The Scheme is expected to become effective in the second half of 2021.

The expected timetable of principal events for implementation of the Scheme remains as set out on page 12 of the Scheme Document.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 8 March 2021.

All references to times in this announcement are to London time, unless otherwise stated.

Enquiries:

Dialog                                             [phone] 
Mark Tyndall                                       [phone] 
Jose Cano 
J.P. Morgan Cazenove                               [phone] 
(Financial adviser and corporate broker to Dialog) 
Bill Hutchings, James Robinson 
Qatalyst Partners 
(Financial adviser to Dialog) 
Jason DiLullo, Peter Spofforth                     [phone] 
FTI Consulting 
(PR adviser to Dialog)                             + 44 (0) 203 727 1000 
Matt Dixon, Rob Mindell 

Important Notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove") and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively as financial adviser to Dialog and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and shall not be responsible to anyone other than Dialog for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the Acquisition or any matter referred to herein.

Qatalyst Partners Limited ("Qatalyst Partners"), which is authorised in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Dialog and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and shall not be responsible to anyone other than Dialog for providing the protections afforded to clients of Qatalyst Partners or for providing advice in connection with the Acquisition or any matter referred to herein.

The contents of this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this announcement, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement will not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

No person has been authorised to make any representations on behalf of Dialog or Renesas concerning the Acquisition which are inconsistent with the statements contained in this announcement and any such representations, if made, may not be relied upon as having been so authorised.

Overseas Shareholders

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR WILL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Restricted Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Germany may be restricted by the laws and regulations of those jurisdictions and therefore any persons who are not resident in the United Kingdom or Germany should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or Germany to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with applicable laws in England and Wales and will be subject to the applicable requirements of the Takeover Code and the Takeover Panel. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

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April 09, 2021 11:30 ET (15:30 GMT)