STMicroelectronics Announces Completion of its 2021 Share Buy-back
Programs and Launch of a new 3 Year $1,100 million Share Buy-Back
Plan in 2024
PR N° C3267C
STMicroelectronics Announces Completion
of its2021 Share Buy-back Programs and Launch of a
new 3 Year $1,100 million Share Buy-Back Plan in 2024
AMSTERDAM – June 21st, 2024 --
STMicroelectronics N.V. (the “Company” or “STMicroelectronics”), a
global semiconductor leader serving customers across the spectrum
of electronics applications, announces: (A) the completion of the
3Y share buy-back programs of $1,040 million (the "Completed
Buy-Backs") initiated in 2021 and (B) the launch of a new share
buy-back plan comprising two programs, totalling up to $1,100
million to be executed within a 3-year period (subject to
shareholder and other approvals from time to time) (the "New
Buy-Backs").
The Completed Buy-Backs were carried out, and
the New Buy-Backs will be carried out, in accordance with the
authorization of the Supervisory Board and the provisions of the
Market Abuse Regulation (EU) 596/2014 (the "Market Abuse
Regulation") and Commission Delegated Regulation (EU)
2016/1052.
Details of the Completed Buy-Backs
The Completed Buy-Backs were launched on July 1,
2021 and their duration was approximately 3 years.
The Company carried out the Completed Buy-Backs
and held the shares bought back as treasury stock for the purposes
of (1) meeting the Company’s obligations in relation to its
employee stock award plans and (2) meeting the Company's
obligations arising from debt financial instruments that are
exchangeable into equity instruments. The shares were held or are
being held in treasury prior to being used for each such purpose
and, to the extent that they were not or are not ultimately needed
for such purpose, they may have been or may be used for any other
lawful purpose under article 5(2) of the Market Abuse
Regulation.
Through the Completed Buy-Backs, the Company
repurchased a total of 24,880,267 shares, on a weighted average
purchase price of €38.67 per share, for a total of €962,050,015
equivalent to $1,040 million.
There are 911,281,920 issued shares in the
Company’s capital and as of June 17th, 2024, the Company holds
7,874,440 treasury shares, representing approximately 0.9 percent
of its issued share capital.
Purchases of shares were made through the
regulated market of Euronext Paris.
Details of the New Buy-Backs
Each of the New Buy-Backs may be commenced at
any time following the publication of this press release and again
are for the purposes of, respectively, (1) meeting the Company’s
obligations in relation to its employee stock award plans,
totalling up to $989 million; and (2) supporting the potential
settlement of its outstanding convertible bonds, for approximately
$111 million, at the NYSE closing price of June 18th, 2024. Taken
together the two programs have therefore been authorised for a
total of up to $1,100 million. The Company intends to hold the
repurchased shares as treasury stock.
The shares when repurchased will be recorded as
under one or the other buy-back program. Once purchased, the shares
may be held in treasury prior to being used for either purpose and,
to the extent that they are not ultimately needed for such purpose,
they may be used for any other lawful purpose under Article 5(2) of
the Market Abuse Regulation (EU) 596/2014 including the purpose of
any other buy-back program.
The Company will appoint one or more brokers to
execute the New Buy-Backs in accordance with all applicable
regulations. The brokers will make their decisions relating to the
purchase of Company shares independently, including with respect to
the timing of any purchases, and all purchases effected will be in
compliance with daily limits on prices and volumes.
The Company’s closing share price on the New
York Stock Exchange on June 18th, 2024, was $43.08 and, at such
price the current maximum number of shares that could be acquired
for $1,100 million would be approximately 25.5 million, which
represents approximately 2.8 percent of the Company’s issued share
capital.
Purchases of shares will be made on one or more
trading venues, which may include the regulated market of Euronext
Paris, the Borsa Italiana S.p.A. and the New York Stock
Exchange.
The price paid for any share purchased pursuant
to the New Buy-Backs shall be subject to:
- a minimum of €1.04 per share;
- a maximum of 110 percent of the average
of the highest price per common share on each of the five trading
days prior to the purchase date, on each of the regulated market of
Euronext Paris, the Borsa Italiana S.p.A. and New York Stock
Exchange;
- a maximum of the greater of (i) the price
of the last independent trade and (ii) the highest current
independent purchase bid on the trading venue where the purchase is
carried out; and
- all other applicable rules.
The actual timing, number and value of Company
shares repurchased under the New Buy-Backs will depend on a number
of factors, including market conditions, general business
conditions and applicable legal requirements. The Company is not
obligated to carry out either of the share buy-back programs, and,
if commenced, either share buy-back program may be suspended and
discontinued at any time, for any reason and without previous
notice, in accordance with applicable laws and regulations.
The New Buy-Backs implement the resolution of
the Company’s shareholders pursuant to its annual shareholders’
meeting held on May 22nd, 2024 to repurchase shares in accordance
with the authorisation of the Supervisory Board. Continuation of
the New Buy-Backs will be subject to future shareholder approval at
the Company’s 2025 annual shareholders’ meeting.
The Company will announce details of any share
purchases effected pursuant to the share buy-back plan, as required
by applicable laws and regulations. The costs that the Company may
incur in connection with the purchase of the shares pursuant to the
New Buy-Backs will depend on the price and the terms on which
actual purchases are made.
This announcement contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014. The person submitting this information on behalf of
STMicroelectronics N.V. is Lorenzo Grandi, Chief Financial Officer
and President, Finance, Purchasing, ERM and Resilience.
About STMicroelectronics
At ST, we are over 50,000 creators and makers of
semiconductor technologies mastering the semiconductor supply chain
with state-of-the-art manufacturing facilities. An integrated
device manufacturer, we work with more than 200,000 customers and
thousands of partners to design and build products, solutions, and
ecosystems that address their challenges and opportunities, and the
need to support a more sustainable world. Our technologies enable
smarter mobility, more efficient power and energy management, and
the wide-scale deployment of cloud-connected autonomous things. We
are committed to achieving our goal to become carbon neutral on
scope 1 and 2 and partially scope 3 by 2027. Further information
can be found at www.st.com.
For further information, please
contact:INVESTOR RELATIONS:Céline BerthierGroup VP,
Investor RelationsTel: +41.22.929.58.12celine.berthier@st.com
MEDIA RELATIONS:Alexis BretonCorporate External
CommunicationsTel: + 33 6 59 16 79 08alexis.breton@st.com
- C3267C - PR 2021 Share Buyback Completion and launch of a new
plan 2024 - FINAL FOR PUBLICATION
ST Microelectronics (EU:STMPA)
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