Renesas terminates acquisition of Sequans

     Renesas Electronics recently announced that it has terminated the previously announced Memorandum of Understanding (“MOU”) between Renesas Electronics and Sequans Communications S.A. 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 Tokyo Regional Taxation Bureau 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Sequans will be purchased by Renesas in the tender offer and all ordinary shares and ADSs previously tendered but not withdrawn will be promptly returned.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.