Sequans Communications SC 14D9/A, filed Dec 5, 2023
Sequans Communications (SQNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
SEQUANS COMMUNICATIONS S.A.
(Name of Subject Company)
SEQUANS COMMUNICATIONS S.A.
(Name of Person Filing Statement)
American Depositary Shares, each representing four (4) ordinary shares, nominal value €0.01 per share
Ordinary shares, nominal value €0.01 per share
(Title of Class of Securities)
817323207*
(CUSIP Number of Class of Securities)
Dr. Georges Karam
Chairman and Chief Executive Officer
Sequans Communications S.A.
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Telephone: +33 1 70 72 16 00
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the person(s) filing statement)
With copies to:
Brett Cooper, Esq.
Richard Vernon Smith, Esq.
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105
(415) 773-5700
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| * | This CUSIP number is assigned to the Subject Company’s American Depositary Shares, each representing four (4) Ordinary Shares. |
This Amendment No. 7 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Sequans Communications S.A., a société anonyme organized under the laws of France (“Sequans” or the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2023 (as amended and supplemented on October 4, 2023, October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20, 2023 and December 5, 2023 and as may be further amended or supplemented from time to time, the “Schedule 14D-9”).
The Schedule 14D-9 relates to the tender offer by Renesas Electronics Europe GmbH, incorporated as a limited liability company under the laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) (“Purchaser”), a direct wholly owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent” or “Renesas”), to acquire all of the outstanding ordinary shares, nominal value €0.01 per share, of the Company (each, an “Ordinary Share” and, collectively, the “Ordinary Shares”), including American Depositary Shares representing Ordinary Shares (each American Depositary Share represents four Ordinary Shares) (each, an “ADS” and, collectively, the “ADSs”), and Ordinary Shares issuable upon the exercise, conversion or exchange of any outstanding options, warrants, convertible securities, restricted share awards or rights to purchase, subscribe for, or be allocated Ordinary Shares (collectively, the “Company Shares”), for U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS (each such amount, the “Offer Price”) in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 11, 2023 (together with amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Ordinary Share Acceptance Form (together with amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and American Depositary Share Letter of Transmittal (together with amendments or supplements thereto, the “ADS Letter of Transmittal” and, together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”). The Offer is described in a combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the SEC on September 11, 2023, by Parent and Purchaser (as amended and supplemented on October 4, 2023, October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20, 2023 and December 5, 2023 and as may be further amended or supplemented from time to time, the “Schedule TO”).
This Amendment is being filed to reflect certain updates to the Schedule 14D-9 as set forth below. Underlined text shows text being added to a referenced disclosure in the Schedule 14D-9 and a line through text shows text being deleted from a referenced disclosure in the Schedule 14D-9. Except as otherwise set forth below, the information in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. All page references in the information below are to pages in the Schedule 14D-9, and all capitalized terms used below, unless otherwise defined, shall have the meanings set forth in the Schedule 14D-9.
| Item 2. | Identity and Background of Filing Person. |
Item 2. “Identity and Background of Filing Person” of the Schedule 14D-9 is hereby amended and supplemented as follows:
| • | The first sentence of the second paragraph under the heading “Item 2. Identity and Background of Filing Person—(b) Tender Offer—The Offer” on page 2 is revised to read as follows: |
The Offer is being made pursuant to that certain Memorandum of Understanding, dated as of August 4, 2023, as amended by Amendment Nos. 1 and 2 to the Memorandum of Understanding, dated as of September 2, 2023 and December 4, 2023, respectively (as it may be further amended, restated or supplemented from time to time in accordance with its terms, the “Memorandum of Understanding”), by and between Sequans and Parent.
| • | The third paragraph under the heading “Item 2. Identity and Background of Filing Person—(b) Tender Offer—The Offer” on pages 2-3 is revised to read as follows: |
The Offer, which was previously scheduled to expire at one minute after 11:59 p.m., New York City time, on November
21December 6, 2023, is being extended until one minute after 11:59 p.m., New York City time, on December 620, 2023 (such time or such subsequent time to which the expiration of the Offer is
extended in
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accordance with the Memorandum of Understanding, the “Expiration Date”). On November 20December 5, 2023, Parent and the Company issued a
joint press release announcing the extension of the Offer. The full text of the press release is filed as Exhibit (a)(5)(O)(P) to this Schedule 14D-9 and is incorporated herein by
reference.
| • | The eighth paragraph under the heading “Item 2. Identity and Background of Filing Person—(b) Tender Offer—The Offer” on page 4 is revised to read as follows: |
The foregoing summary of the Offer and the
Memorandum of Understanding is qualified in its entirety by the description contained in the Offer to Purchase, the Ordinary Share Acceptance Form and the ADS Letter of Transmittal and by the Memorandum of Understanding. The Memorandum of
Understanding and Amendment Nos. 1 and 2 to the Memorandum of Understanding are filed as Exhibits (e)(1)(A) and Exhibits (e)(1)(B) and (e)(1)(C), respectively, to this Schedule 14D-9 and incorporated by reference herein. The Memorandum of Understanding is summarized under the heading “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of
Understanding” in the Offer to Purchase.
Item 3. Past Contacts, Transactions, Negotiations and Agreements
Item 3. “Past Contacts, Transactions, Negotiations and Agreements” of the Schedule 14D-9 is hereby amended and supplemented as follows:
| • | The first paragraph under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements—(a) Arrangements with Parent, Purchaser and Certain of Their Affiliates—The Memorandum of Understanding” on page 5 is revised to read as follows: |
On August 4, 2023, the Company and Parent entered into the Memorandum of Understanding. On September 2, 2023, the Company and Parent
entered into Amendment No. 1 to the Memorandum of Understanding to correct certain scrivener’s errors in the Company’s representation regarding its capitalization and in certain of the procedures for the Post-Offer Reorganization set
forth in the Memorandum of Understanding. On December 4, 2023, the Company and Parent entered into Amendment No. 2 to the Memorandum of Understanding in order to extend the deadline for Parent to
receive confirmation from Japanese tax authorities as to the tax treatment of the Post-Offer Reorganization from December 2, 2023 to January 9, 2024. The summary of the Memorandum of Understanding
contained in “Special Factors — Memorandum of Understanding; Other Agreements—The Memorandum of Understanding” the Offer to Purchase, which is filed as Exhibit (a)(1)(A) to this Schedule
14D-9, to the extent amended and supplemented from time to time by amendments to the Schedule TO filed by Parent and Purchaser, is incorporated by reference herein. A summary of the Offer is contained
above in “Item 2. Identity and Background of the Filing Person—Tender Offer” and incorporated by reference herein. Such summaries and descriptions do not purport to be complete and are qualified in their entirety by reference to the
Memorandum of Understanding and Amendment Nos. 1 and 2 to the Memorandum of Understanding, which are filed as Exhibits (e)(1)(A), and Exhibits (e)(1)(B) and (e)(1)(C), respectively, to this
Schedule 14D-9 and incorporated by reference herein.
Item 4. The Solicitation or Recommendation
Item 4. “The Solicitation or Recommendation” of the Schedule 14D-9 is hereby amended and supplemented as follows:
| • | The following paragraph is added to the end of the section titled “Background to the Transaction” under the heading Item 4. “The Solicitation or Recommendation—(b) Reasons” of the Schedule 14D-9 on page 25: |
On December 4, 2023, Sequans and Renesas amended the Memorandum of Understanding in order to extend the deadline for Renesas to receive confirmation from Japanese tax authorities as to the tax treatment of the Post-Offer Reorganization from December 2, 2023 to January 9, 2024.
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Item 8. Additional Information
Item 8. “Additional Information” of the Schedule 14D-9 is hereby amended and supplemented as follows:
| • | The following is added to the end of the section titled “Taiwan” under the heading Item 8. “Additional Information—Regulatory Approvals” of the Schedule 14D-9 on page 45: |
On October 6, 2023, Purchaser filed with the Taiwan Fair Trade Commission a notification under the Taiwan Fair Trade Act in relation to the Offer and other transactions contemplated by the Memorandum of Understanding. On November 29, 2023, Purchaser received a letter of decision from the Taiwan Fair Trade Commission that pursuant to the Taiwan Fair Trade Act, Purchaser may proceed with the Offer and other transactions contemplated by the Memorandum of Understanding.
| Item 9. | Exhibits |
Item 9. “Exhibits” of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits thereto:
| Exhibit |
Description | |
| (a)(5)(P) | Joint press release issued by Renesas Electronics Corporation and Sequans Communications S.A. on December 5, 2023 (incorporated by reference to Exhibit (a)(5)(H) to Amendment No. 7 to the Schedule TO/A filed by Renesas Electronics Corporation with the SEC on December 5, 2023). | |
| (e)(1)(C) | Amendment No. 2 to Memorandum of Understanding, dated as of December 4, 2023, by and between Sequans Communications S.A. and Renesas Electronics Corporation (incorporated by reference to Exhibit (d)(14) to the Schedule TO/A filed by Renesas Electronics Corporation with the SEC on December 5, 2023). | |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| SEQUANS COMMUNICATIONS S.A. | ||||||
| Dated: December 5, 2023 |
By: | /s/ Georges Karam | ||||
| Name: Dr. Georges Karam | ||||||
| Title: Chief Executive Officer and Chairman | ||||||
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