This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, may be used to accept the offer by Renesas Electronics Europe GmbH, incorporated as a limited liability company under the laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) (“Purchaser”) and a direct wholly owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent”), to purchase all of the outstanding ordinary shares, nominal value €0.01 per share (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, of Sequans Communications S.A., a société anonyme organized under the laws of France (“Sequans”), for U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS, 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 any amendments or supplements hereto, the “Offer to Purchase”) and in the accompanying Ordinary Share Acceptance Form (together with any amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, the “ADS Letter of Transmittal,” and together with the Offer to Purchase and the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”).
All capitalized terms not otherwise defined herein are defined in the Offer to Purchase.
Please deliver this Notice of Guaranteed Delivery to the Tender Agent at the address set forth above prior to one minute after 11:59 p.m., New York City time, on October 6, 2023, unless the Offer is extended (the latest time and date at which the Offer will expire, the “Expiration Date”) if:
| | 1. | ADRs evidencing ADSs are not immediately available; |
| | 2. | the procedure for book-entry tender cannot be completed prior to one minute after 11:59 p.m., New York City time, on the Expiration Date; or |
| | 3. | time will not permit all required documents to reach the Tender Agent before one minute after 11:59, New York City time, on the Expiration Date. |
This Notice of Guaranteed Delivery may be delivered to the Tender Agent. Signatures hereto must be guaranteed by a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the U.S. (each, an “Eligible Institution”).
Purchaser and its affiliates intend to enforce all rights they may have under applicable law against any Eligible Institution that completes this form and fails to deliver ADSs by the deadline described in Box 3 below.
You may request assistance or additional copies of the Offer to Purchase, the Ordinary Share Acceptance Form, the ADS Letter of Transmittal and this Notice of Guaranteed Delivery from the Information Agent at its address and telephone numbers set forth below.
The Information Agent for the Offer is:
VOLUNTARY CORPORATE ACTIONS; COY: SQNB
