STMicroelectronics: re-balancing of the shareholdings and amendment to the shareholders’ agreement
GROUPE / FINANCE
February 27, 2008
FT1CI, the holding company through which AREVA holds its indirect shareholding in STMicroelectronics (STM), and Finmeccanica signed an agreement regarding the acquisition by FT1CI from Finmeccanica of a part of its indirect shareholding in STM (representing 2.86% of the share capital in STM), so that the indirect shareholdings held by FT1CI, on the one hand, and Finmeccanica and Cassa Depositi e Prestiti, on the other hand, in STM will be equal. This acquisition is subject to the satisfaction of certain standard conditions precedent, such as obtaining the required regulatory authorizations and the absence of any material adverse event affecting STM. It will be financed by the Commissariat à l'Energie Atomique (CEA) through FT1CI. Hence, the CEA will become a minority shareholder of FT1CI and will adhere to the shareholders' agreement of STM.
FT1CI, Finmeccanica and Cassa Depositi e Prestiti will hold 13.77%, (of which 10.91% will represent the indirect shareholding of AREVA and 2.86% will represent the indirect shareholding of the CEA), 3.70% and 10.07% respectively of the share capital of STM through STMicroelectronics Holding N.V. (STH).
The equally shared corporate governance of STM between the French and Italian parties, as outlined in the shareholders' agreement, has not been amended, notably with respect to the equal representation of the parties on the Supervisory Board.
The French and Italian parties have decided to amend certain clauses of the shareholders' agreement, in order to, notably, extend for an additional period of three years from March 17th, 2008, the period during which the governance of STM will remain equally shared by the parties under the sole condition that each party holds at least 10.5% of the share capital of STM (instead of 9.5% previously).
As in the previous agreements, once this period has finished, the governance will continue to be equally shared if the indirect shareholdings in the voting rights of the two parties in STM are within a range of 47.5%/52.5%. If this is not the case, the minority party will have the right to acquire through STH, STM shares in order to rebalance the shareholdings of the two parties.
The other aspects of the shareholders' agreement have not been amended.
STMicroelectronics is a global leader in developing and delivering semiconductor solutions across the spectrum of microelectronics applications. An unrivalled combination of silicon and system expertise, manufacturing strength, Intellectual Property (IP) portfolio and strategic partners positions STMicroelectronics .N.V. at the forefront of System-on-Chip (SoC) technology and its products play a key role in enabling today's convergence markets.