[November 08, 2016]

Dialog Semiconductor Plc.: Announcement Relating to the Second Tranche of Shares to Be Bought Back Pursuant to Dialog Semiconductor Plc's Share Buyback Programme

Dialog Semiconductor (News - Alert) Plc (the Company) refers to its ad-hoc announcement dated 2 November 2016 (Ad-hoc announcement in accordance with Article 17 of Regulation (EU) No 596/2014 of the European Parliament and the Council of 16 April 2014: Dialog Semiconductor announces commencement of the process for the second tranche of shares to be bought back pursuant to its share buyback programme) (the Ad-Hoc Announcement)

The Company today announces that Merrill Lynch International has been appointed the Preferred Broker (as defined in the Ad-Hoc Announcement) in relation to the second tranche of the Company's share buyback programme approved by the board of directors and announced by the Company on 3 May 2016. The material terms on which the Company will purchase ordinary shares from the Preferred Broker in relation to the second tranche of the Company's buyback programme are as follows:

- the maximum total cost of the shares to be purchased by the Company from the Preferred Broker shall be EUR75.0 million;

- the minimum total cost of the shares to be purchased by the Company from the Preferred Broker shall be EUR56.25 million;

- the earliest date on which the Preferred Broker may purchase Certified Interests (CIs) in the Company on the Frankfurt Stock Exchange (the FSE) for the purpose of delivering ordinary shares in the Company to the Company shall be 11 November 2016;

- the latest date on which the Preferred Broker may purchase CIs on the FSE for the purpose of delivering ordinary shares in the Company to the Company shall be 6 February 2017;

- the minimum maturity date shall be 18 January 2017 and the maximum maturity date shall be 6 February 2017; and

- the price per share to be paid by the Company is equal to the average of the daily volume weighted average price (Average VWAP) paid for CIs on the FSE for each day during the period of the second tranche of the buyback programme (the Trading Period) less a percentage discount.

During the Trading Period, the Preferred Broker may, acting independently as principal (without influence from the Company), purchase CIs in the Company on the FSE. Merrill Lynch International (and its affiliates) may also, at their discretion, undertake other transactions in the CIs (including sales and hedging activities) throughout the term of the second tranche of the share buyback programme in order to hedge their exposure to the programme provided that any CIs to be purchased in relation to the programme shall be purchased:

- at a daily volume not to exceed 25% of the average daily volume traded on the FSE over the previous 20 trading days; and

- at a price not to exceed the higher of (i) 105% of the average middle market closing price of the CIs as derived from XETRA over the last 5 trading days; or (ii) the higher of the last independent trade or the highest current independent bid on the FSE.

The Company has previously purchased 1,332,158 ordinary shares pursuant to the shareholder approvals granted at the Company's Annual General Meeting on 28 April 2016. Details of any ordinary shares purchased by the Company will be made available on the Company's website at http://www.dialog-semiconductor.com/financial-news/share-buybacks.

Dialog and the Dialog logo are registered trademarks of Dialog Semiconductor Plc or its subsidiaries. All other product or service names are the property of their respective owners. (c) Copyright 2016 Dialog Semiconductor All Rights Reserved

Note to editors

Dialog Semiconductor provides highly integrated standard (ASSP) and custom (ASIC) mixed-signal integrated circuits (ICs), optimised for smartphone, tablet, IoT, LED Solid State Lighting (SSL) and Smart Home applications. Dialog brings decades of experience to the rapid development of ICs while providing flexible and dynamic support, world-class innovation and the assurance of dealing with an established business partner. With world-class manufacturing partners, Dialog operates a fabless business model and is a socially responsible employer pursuing many programs to benefit the employees, community, other stakeholders and the environment we operate in.

Dialog's power saving technologies including DC-DC configurable system power management deliver high efficiency and enhance the consumer's user experience by extending battery lifetime and enabling faster charging of their portable devices. Its technology portfolio also includes audio, Bluetooth(R) Smart, Rapid Charge(TM) AC/DC power conversion and multi-touch.

Dialog Semiconductor plc is headquartered in London with a global sales, R&D and marketing organisation. In 2015, it had $1.35 billion in revenue and was one of the fastest growing European public semiconductor companies. It currently has approximately 1,700 employees worldwide. The company is listed on the Frankfurt (FWB: DLG) stock exchange (Regulated Market, Prime Standard, ISIN GB0059822006) and is a member of the German TecDax index.

Forward Looking Statements

This press release contains "forward-looking statements" that reflect management's current views with respect to future events. The words "anticipate," "believe," "estimate", "expect," "intend," "may," "plan," "project" and "should" and similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties, including, but not limited to: an economic downturn in the semiconductor and telecommunications markets; changes in currency exchange rates and interest rates, the timing of customer orders and manufacturing lead times, insufficient, excess or obsolete inventory, the impact of competing products and their pricing, political risks in the countries in which we operate or sale and supply constraints. If any of these or other risks and uncertainties occur (some of which are described under the heading "Risks and their management" in Dialog Semiconductor's most recent Annual Report) or if the assumptions underlying any of these statements prove incorrect, then actual results may be materially different from those expressed or implied by such statements. We do not intend or assume any obligation to update any forward-looking statement which speaks only as of the date on which it is made, however, any subsequent statement will supersede any previous statement.

View source version on businesswire.com: http://www.businesswire.com/news/home/20161108006004/en/

[ Back To TMCnet.com's Homepage ]