STMicroelectronics prices a US$1.5 billion dual-tranche offering of
New Convertible Bonds
Not for publication or distribution directly or
indirectly, in whole or in part, in or into the United States,
Australia, 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, 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, 28 July 2020 -- 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 and Shares, or
cash or Shares only including, unless the Company elects otherwise,
by way of net share settlement. The offering proceeds, net of
costs, will be used by STMicroelectronics for general corporate
purposes, including the early redemption of the outstanding US$750
million Zero Coupon Convertible Bonds due 2022 (ISIN: XS1638064953,
the “2022 Convertible Bonds”) announced earlier today.
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 105.8% of
their principal amount and will be redeemed at 100% of their
principal amount on 4 August 2025, unless previously redeemed,
converted or purchased and cancelled. This corresponds to an
initial gross yield to maturity of (1.12)%; and
- The 7-year maturity New Convertible Bonds will not bear
interest. The New Convertible Bonds will be issued at 104.5% of
their principal amount and will be redeemed at 100% of their
principal amount on 4 August 2027, unless previously redeemed,
converted or purchased and cancelled. This corresponds to an
initial gross yield to maturity of (0.63)%.
The initial conversion price for the New
Convertible Bonds has been set:
- In relation to the 5-year maturity New Convertible Bonds, at a
premium of 47.5%; and
- In relation to the 7-year maturity New Convertible Bonds, at a
premium of 52.5%,
in each case over the volume-weighted average
price of a Share 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 4 August 2020.
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 the offering of the New
Convertible Bonds, the Company has committed to a lock-up period
from (and including) the pricing date to (and including) 90 days
after closing in respect of the Shares and related securities.
BNP Paribas, J.P. Morgan and UniCredit Corporate
& Investment Banking are acting as Joint Global Coordinators
and Joint Bookrunners, Citigroup Global Markets Limited, IMI –
Intesa Sanpaolo, Morgan Stanley & Co. International plc and
Natixis are acting as Joint Bookrunners and Crédit Agricole
Corporate and Investment Bank, Mediobanca and Société Générale
Corporate & Investment Banking are acting as Co-lead Managers
in respect of the offering.
About STMicroelectronics
At ST, we are 46,000 creators and makers of
semiconductor technologies mastering the semiconductor supply chain
with state-of-the-art manufacturing facilities. An independent
device manufacturer, we work with our 100,000 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 the Internet of Things and 5G
technology.
* * * *
*
For further information, please contact:
INVESTOR RELATIONS:
Céline BerthierGroup VP, Investor Relations Tel: +41 22 929 58
12celine.berthier@st.com
MEDIA RELATIONS:
Nelly DimeyMedia Communications Director Tel: + 33 1 58 07 77
85nelly.dimey@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 Regulation.
* * * *
*
IMPORTANT NOTICE IN RELATION TO THE
BONDS
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE
JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD
PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF
THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING
TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES
ARE REQUIRED BY THE ISSUER AND THE JOINT BOOKRUNNERS TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION,
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS
RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF
ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE
UNLAWFUL.
THE OFFERING WHEN MADE, ANY OFFERING
DOCUMENTATION RELATING TO THE OFFERING AND THIS PRESS RELEASE ARE
ONLY ADDRESSED TO, AND DIRECTED IN THE UNITED KINGDOM
(“UK”) AND MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED
INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION
(“QUALIFIED INVESTORS”) AND HAVE BEEN PREPARED ON
THE BASIS THAT ANY OFFER OF NEW CONVERTIBLE BONDS IN ANY MEMBER
STATE OF THE EEA OR THE UK WILL BE MADE PURSUANT TO AN EXEMPTION
UNDER THE PROSPECTUS REGULATION FROM THE REQUIREMENT TO PUBLISH A
PROSPECTUS FOR OFFERS OF BONDS. THE EXPRESSION "PROSPECTUS
REGULATION" MEANS REGULATION (EU) 2017/1129 (AS AMENDED OR
SUPERSEDED) REFERENCES TO REGULATIONS OR DIRECTIVES INCLUDE, IN
RELATION TO THE UK, THOSE REGULATIONS OR DIRECTIVES AS THEY FORM
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 OR HAVE BEEN IMPLEMENTED IN UK DOMESTIC LAW,
AS APPROPRIATE.
SOLELY FOR THE PURPOSES OF THE PRODUCT
GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE
2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED
(“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION
DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C)
LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II
PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND
ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE,
WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO,
THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH
HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE AS PERMITTED BY MIFID II (THE
“TARGET MARKET ASSESSMENT”).
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS
(A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION
THE MANUFACTURERS’ TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURERS’ TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT
PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING
RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET
ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR
APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A
RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN,
OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO
THE BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD
OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE
UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN
POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN
THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT
CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN
POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS
AMENDED (THE "PRIIPS REGULATION") FOR OFFERING OR
SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL
INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED AND
THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM
MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, THIS PRESS RELEASE 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 OR SALE
OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED
TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
“RELEVANT PERSONS”). THIS PRESS RELEASE 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 PRESS RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE BONDS MAY BE SOLD ONLY TO PURCHASERS IN
CANADA PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT
ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106
PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT
(ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL
INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRANT OBLIGATIONS. ANY RESALE OF THE BONDS OR SHARES ISSUED ON
CONVERSION OF THE BONDS MUST BE MADE IN ACCORDANCE WITH AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS
REQUIREMENTS OF APPLICABLE SECURITIES LAWS.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD
ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE
INVESTOR OF THE ISSUER’S PUBLICLY AVAILABLE INFORMATION. NEITHER
THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT
ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION
AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE
ISSUER’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED
IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT
NOTICE UP TO THE SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE
ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN
THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND
DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING
THE BONDS (TOGETHER WITH THE BONDS, THE
“SECURITIES”). NONE OF THE ISSUER OR THE JOINT
BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF
THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE
ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN
THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES
EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF
THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL
NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR
PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF THE ISSUER, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE
AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO
UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS
RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS
OR OTHERWISE.
- 2020.07.28 - STM - Pricing Press Release (ENG)
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