UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Rule
13D-102)
Under
the Securities Exchange Act of 1934
(Amendment No.
9)
STMicroelectronics
N.V.
(Name
of Issuer)
Common
Shares, nominal value €1.04 per share
|
(Title
of Class of Securities)
861012102
|
(CUSIP
Number)
December
31, 2009
|
(Date of Event Which Requires Filing of
this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*
|
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
|
|
The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
|
(Continued
on following pages)
CUSIP
No. 861012102
|
13G
|
Page 2
of 27 Pages
|
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1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STMicroelectronics
Holding II B.V. (“ST Holding II”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Netherlands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
7
|
SOLE
DISPOSITIVE POWER
NONE
|
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
12
|
TYPE
OF REPORTING PERSON*
HC
|
CUSIP
No. 861012102
|
13G
|
Page 3
of 27 Pages
|
|
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1
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NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
STMicroelectronics
Holding N.V. (“ST Holding”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Netherlands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
7
|
SOLE
DISPOSITIVE POWER
NONE
|
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
12
|
TYPE
OF REPORTING PERSON*
HC
|
CUSIP
No. 861012102
|
13G
|
Page 4
of 27 Pages
|
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1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FT1CI
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
France
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
7
|
SOLE
DISPOSITIVE POWER
NONE
|
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
12
|
TYPE
OF REPORTING PERSON*
HC
|
CUSIP
No. 861012102
|
13G
|
Page 5
of 27 Pages
|
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1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Finmeccanica
S.p.A. (“Finmeccanica”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
6
|
SHARED
VOTING POWER
0
(See Item 4(a) and Exhibit 1)
|
7
|
SOLE
DISPOSITIVE POWER
NONE
|
8
|
SHARED
DISPOSITIVE POWER
0
(See Item 4(a) and Exhibit 1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%*
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 6
of 27 Pages
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1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cassa
Depositi e Prestiti S.p.A. (“CDP”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
7
|
SOLE
DISPOSITIVE POWER
NONE
|
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 7
of 27 Pages
|
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1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Areva
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
France
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
7
|
SOLE
DISPOSITIVE POWER
NONE
|
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 8
of 27 Pages
|
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1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commissariat
à l’Énergie Atomique
(“CEA”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
France
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
7
|
SOLE
DISPOSITIVE POWER
NONE
|
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 9
of 27 Pages
|
Item
1(a).
|
Name
of Issuer:
|
STMicroelectronics
N.V. (the “Company”)
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
STMicroelectronics
N.V.
39,
Chemin du Champ des Filles
1228
Plan-Les-Ouates
Geneva,
Switzerland
Item
2(a).
|
Name
of Persons Filing:
|
During
2009 the members of the Group of STMicroelectronics N.V. shareholders consisted
of:
|
(v)
|
Cassa
Depositi e Prestiti
|
Item
2(b).
|
Address
of Principal Business Office, or if none,
Residence:
|
|
(i)
|
STMicroelectronics
Holding II B.V.
|
|
(ii)
|
STMicroelectronics
Holding N.V.
|
Weena 210-212
The Netherlands
33 rue La Fayette
75442 Paris cedex 09
France
Piazza Monte Grappa, 4
00195 Rome
Italy
CUSIP
No. 861012102
|
13G
|
Page 10
of 27 Pages
|
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(v)
|
Cassa
Depositi e Prestiti S.p.A.
|
Via Goito, 4
00185 Rome
Italy
33 rue La Fayette
75442 Paris cedex 09
France
Siege
91191
Gif-sur-Yvette cedex
France
Item
2(d).
|
Title
of Class of Securities:
|
Common
Shares, nominal value €1.04 per Share
861012102
Item 3.
|
Item
3 is not applicable.
|
Item
4(a).
|
Amount
Beneficially Owned:
|
250,704,754
common shares held of record by ST Holding II on STMicroelectronics N.V.’s share
registry.
ST
Holding II is a wholly owned subsidiary of STMicroelectronics Holding N.V.,
which is jointly controlled by FT1CI and CDP (see Exhibit 1 attached
hereto). FT1CI is controlled by the Areva Group and CEA. As of the
date hereof, following the transactions described below, Finmeccanica no longer
holds any shares in STMicroelectronics N.V.
CUSIP
No. 861012102
|
13G
|
Page 11
of 27 Pages
|
Item
4(b).
|
Percent
of Class:
|
27.5%
based upon 910,319,305 common shares issued as of December 31, 2009 as
shown on STMicroelectronics N.V.’s share registry.
Item
4(c).
|
Number
of shares as to which such person
has:
|
Please
see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing
entity.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
This
statement is being filed to report the fact that as of the date hereof,
Finmeccanica has ceased to be the beneficial owner of more than five percent of
the class of securities.
On
December 17, 2009, CDP and Finmeccanica signed an agreement pursuant to which
CDP purchased all of Finmeccanica’s 33,707,436 shares in STMicroelectronics
N.V., held indirectly through ST Holding, at a price of €5.10 per share, plus an
earn-out equal to 50% of any positive difference between €7.00 and the average
price of STMicroelectronics’ shares calculated daily in the 66 days preceding
March 17, 2011.
As of
December 31, 2009, Finmeccanica no longer holds any shares in STMicroelectronics
N.V.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Item 6 is
not applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
Item 7 is
not applicable.
Item
8.
|
Identification
and Classification of Members of a
Group
|
See
attached Exhibit 1 for the identity of each member of the Group and a
description of relevant shareholders’ agreements. See also, Item 4(a)
above.
Item
9.
|
Notice
of Dissolution of Group
|
Item 9 is
not applicable.
Item 10
is not applicable.
CUSIP
No. 861012102
|
13G
|
Page 12
of 27 Pages
|
SIGNATURE
After
reasonable 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.
By:
STMicroelectronics Holding II B.V., signed on its behalf by STMicroelectronics
Holding N.V. as Managing Member
|
|
|
(Date)
|
|
(Date)
|
|
|
|
(Signature)
|
|
(Signature)
|
Name: |
Gabriele
Pagnotta
|
|
Name: |
Bertrand
Loubert
|
|
|
|
|
|
Title: |
Managing
Director |
|
Title: |
Managing
Director |
|
STMicroelectronics
Holding N.V. |
|
|
STMicroelectronics
Holding N.V. |
|
|
|
CUSIP
No. 861012102
|
13G
|
Page 13
of 27 Pages
|
SIGNATURE
After
reasonable 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.
By:
STMicroelectronics Holding N.V.
|
|
|
(Date)
|
|
(Date)
|
|
|
|
(Signature)
|
|
(Signature)
|
Name: |
Gabriele
Pagnotta
|
|
Name: |
Bertrand
Loubert
|
|
|
|
|
|
Title: |
Managing
Director |
|
Title: |
Managing
Director |
|
|
|
CUSIP
No. 861012102
|
13G
|
Page 14
of 27 Pages
|
SIGNATURE
After
reasonable 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.
|
|
February
12, 2010 |
|
|
(Date)
|
|
|
|
|
|
/s/
Gérald Arbola |
|
|
(Signature)
|
|
|
|
|
Name: |
Gérald
Arbola |
|
Title: |
Chairman
and CEO |
CUSIP
No. 861012102
|
13G
|
Page 15
of 27 Pages
|
SIGNATURE
After
reasonable 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.
By:
Finmeccanica S.p.A.
|
|
February
12, 2010 |
|
|
(Date)
|
|
|
|
|
|
/s/
Pier Francesco Guarguaglini |
|
|
(Signature)
|
|
|
|
|
Name: |
Pier
Francesco Guarguaglini |
|
Title: |
Chief
Executive Officer |
CUSIP
No. 861012102
|
13G
|
Page 16
of 27 Pages
|
SIGNATURE
After
reasonable 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.
By: Cassa
Depositi e Prestiti S.p.A.
|
|
February
12, 2010 |
|
|
(Date)
|
|
|
|
|
|
/s/
Massimo Varazzani |
|
|
(Signature)
|
|
|
|
|
Name: |
Massimo
Varazzani |
|
Title: |
Chief
Executive Officer |
CUSIP
No. 861012102
|
13G
|
Page 17
of 27 Pages
|
SIGNATURE
After
reasonable 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.
By:
Areva
|
|
February
12, 2010 |
|
|
(Date)
|
|
|
|
|
|
/s/
Gérald Arbola |
|
|
(Signature)
|
|
|
|
|
Name: |
Gérald
Arbola |
|
Title: |
Member
of the Executive Board and Chief Operating
Officer |
CUSIP
No. 861012102
|
13G
|
Page 18
of 27 Pages
|
SIGNATURE
After
reasonable 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.
By:
Commissariat à l’Énergie Atomique
|
|
February
12, 2010 |
|
|
(Date)
|
|
|
|
|
|
/s/
Christophe Gegout |
|
|
(Signature)
|
|
|
|
|
Name: |
Christophe
Gegout |
|
Title: |
Chief
Financial
Officer |
CUSIP
No. 861012102
|
13G
|
Page 19
of 27 Pages
|
EXHIBIT
1
ST
Holding II is a wholly owned subsidiary of ST Holding. As of December
31, 2009, FT1CI (the “French Shareholder”), controlled by Areva and CEA, and CDP
(the “Italian Shareholder”), directly held 50% each in ST Holding. The indirect
interest of FT1CI and CDP in the Company is split on a 50%-50%
basis. Through a structured tracking stock system implemented in the
articles of association of ST Holding and ST Holding II, FT1CI and CDP each
indirectly held 125,352,377 of the Company’s common shares, representing 13.7%
of its issued share capital as of December 31, 2009. Any disposals or, as the
case may be, acquisitions by ST Holding II on behalf of FT1CI or CDP, will
decrease or, as the case may be, increase the indirect interest of respectively
FT1CI or CDP, in the Company’s issued share capital. FT1CI was
formerly a jointly held company set up by Areva and France Telecom to control
the interest of the French shareholders in ST Holding. Following the
transactions described below, Areva and CEA are, as of December 31, 2009, the
sole shareholders of FT1CI. Following CDP’s acquisition of all of Finmeccanica’s
remaining shares in STMicroelectronics N.V. in December 2009, Finmeccanica no
longer has a shareholding in ST Holding. Areva (formerly known as CEA-Industrie)
is a corporation controlled by CEA. Areva is listed on Euronext Paris in the
form of Investment Certificates. CEA is a French-government funded technological
research organization. CDP is an Italian corporation 70% owned by the Italian
Ministero dell’Economia e
delle Finanze (the “Ministry of Economy and Finance”) and 30% owned by a
consortium of 66 Italian banking foundations.
ST
Holding II owned 90% of the Company’s shares before its initial public offering
in 1994, and has since then gradually reduced its participation, going below the
66% threshold in 1997 and below the 50% threshold in 1999. ST Holding
II may further dispose of its shares as provided below in “— STH Shareholders’
Agreement—Disposals of the Company’s Common Shares” and pursuant to the eventual
conversion of the Company’s outstanding convertible instruments. Set
forth below is a table of ST Holding II’s holdings in the Company as of the end
of each of the past three financial years:
|
|
|
|
|
|
|
|
|
December
31,
2009
|
|
|
250,704,754 |
|
|
|
27.5 |
|
December
31,
2008
|
|
|
250,704,754 |
|
|
|
27.5 |
|
December
31,
2007
|
|
|
250,704,754 |
|
|
|
27.5 |
|
Announcements
about additional disposals of the Company’s shares by ST Holding II on behalf of
one or more of its indirect shareholders, Areva, CEA, CDP or FT1CI may come at
any time.
CUSIP
No. 861012102
|
13G
|
Page 20
of 27 Pages
|
The chart
below illustrates the shareholding structure as of December 31,
2009:
___________________
(1)
|
In
addition to the 27.5% held by ST Holding and the 68.9% held by the Public,
3.5% are held by Company as Treasury
Shares.
|
On August
12, 2003, Finmeccanica Finance, a subsidiary of Finmeccanica, issued
€438,725,000 aggregate principal amount of 0.375% senior unsecured exchangeable
notes due 2010, guaranteed by Finmeccanica (the “Finmeccanica
Notes”). On September 1, 2003, Finmeccanica Finance issued an
additional €62,675,000 aggregate principal amount of Finmeccanica Notes, raising
the issue size to €501,400,000. The Finmeccanica Notes have been exchangeable at
the option of the holder since January 2, 2004 into up to 20 million of the
Company’s existing common shares, or 2.3% of its then-outstanding share capital.
The Finmeccanica Notes have an initial exchange ratio of 39.8883 shares per
note. As of December 31, 2009, none of the Finmeccanica Notes had been exchanged
for the Company’s common shares.
On
December 17, 2009, CDP acquired all of Finmeccanica’s remaining 33,707,436
shares in the Company, held indirectly through ST Holding. Following this
transaction, Finmeccanica no longer holds any of the Company’s shares, whether
indirectly through ST Holding or directly, and is no longer a party to the STH
Shareholders’ Agreement and all of its rights related thereto have been
transferred to CDP.
Shareholders’
agreements
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STH
Shareholders’ Agreement
The
Company was formed in 1987 as a result of the decision by Thomson-CSF (now
called Thales) and STET (now called Telecom Italia S.p.A.) to combine their
semiconductor businesses and to enter into a shareholders’ agreement on April
30, 1987, which was amended on December 10, 2001, restated on March 17, 2004 and
further amended on February 26, 2008. The February 26, 2008 amended
and restated agreement (as amended, the “STH Shareholders’ Agreement”)
supercedes and replaces all previous agreements. The current parties to the STH
Shareholders’ Agreement are Areva, CEA, CDP and FT1CI. Following CDP’s
acquisition of all of Finmeccanica’s shares in the Company, held indirectly
through ST Holding, Finmeccanica is no longer a party to the STH Shareholders’
Agreement and all of its rights and obligations related thereto have been
transferred to CDP.
Pursuant
to the terms of the STH Shareholders’ Agreement and for the duration of such
agreement, FT1CI, on the one hand, and CDP, on the other hand, have agreed to
maintain equal interests in the Company’s share capital. See further details
below.
Restructuring
of the Holding Companies
If
necessary, the parties agreed to restructure the two holding companies (ST
Holding and ST Holding II) to simplify the structure to the extent possible or
desirable. In any case, at least one holding company will continue to exist to
hold the Company’s common shares. The company that now holds or may hold the
Company’s common shares in the future for indirect shareholders is referred to
below as the “holding company”.
Standstill
The STH
Shareholders’ Agreement contains a standstill provision that precludes any of
the parties and the parties’ affiliates from acquiring, directly or indirectly,
any of the Company’s common shares or any instrument providing for the right to
acquire any of its common shares other than through the holding company. The
standstill is in effect for as long as such party holds the Company’s common
shares through ST Holding. The parties agreed to continue to hold their stakes
in the Company at all times through the current holding structure of ST Holding
and ST Holding II, subject to exercising the preference share option granted to
ST Holding if ST Holding were to choose not to exercise such rights
directly.
Corporate
Governance
The STH
Shareholders’ Agreement provides for a balanced corporate governance of the
indirect interests in the Company between FT1CI and CDP (FT1CI and CDP are
collectively defined as “STH Shareholders” and individually defined as “STH
Shareholder”) for the duration of the “Balance Period”, despite
actual differences in indirect economic interest in the Company. The “Balance
Period” is defined as (i) a period through March 17, 2011, provided that each
STH Shareholder owns at all times a voting stake at least equal to 10.5% of the
Company’s issued and outstanding shares, and (ii) subject to the aforementioned
condition, thereafter as long as each STH Shareholder owns at any time,
including as a result of the exercise of the “Re-balancing Option” (as defined
below), a voting
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stake
equal to at least 47.5% of the total voting stakes. During the Balance Period,
each of FT1CI and CDP has an option to rebalance their shareholdings, referred
to as the “Rebalancing Option”, as further described below.
During
the Balance Period, the STH Shareholders agree that the holding company will
have a managing board comprised of two members (one member designated by FT1CI,
and one designated by CDP) and a supervisory board comprised of six members
(three designated by FT1CI and three designated by CDP. The chairman of the
supervisory board of the holding company shall be designated for a three-year
term by one shareholder (with the other shareholder entitled to designate the
Vice Chairman), such designation to alternate between CDP on the one hand and
FT1CI on the other hand. The current Chairman is Mr. Matteo del
Fante.
During
the Balance Period, any other decision, to the extent that a resolution of the
holding company is required, must be pursuant to the unanimous approval of the
shareholders, including but not limited to the following: (i) the definition of
the role and structure of the Company’s Managing Board and Supervisory Board,
and those of the holding company; (ii) the powers of the Chairman and the Vice
Chairman of the Company’s Supervisory Board, and that of the holding company;
(iii) information by the holding company’s managing board and supervisory board,
and those of the Company; (iv) treatment of confidential information; (v)
appointment of any additional members of the Company’s Managing Board and that
of the holding company; (vi) remuneration of the members of the Company’s
Managing Board and those of the holding company; (vii) internal audit of
STMicroelectronics N.V. and of the holding company; (viii) industrial and
commercial relationships between STMicroelectronics N.V. and CDP or
STMicroelectronics N.V. and either or both FT1CI shareholders, or any of their
affiliates; and (ix) any of the decisions listed in article 16.1 of the
Company’s Articles of Association including its budget and pluri-annual
plans.
As
regards STMicroelectronics N.V. during the Balance Period: (i) each of the STH
Shareholders (FT1CI, on the one hand, and CDP, on the other hand) shall have the
right to insert on a list prepared for proposal by the holding company to the
Company’s annual shareholders meeting the same number of members for election to
the Supervisory Board, and the holding company shall vote in favor of such
members; (ii) the STH Shareholders will cause the holding company to submit to
the Company’s annual shareholders meeting and to vote in favor of a common
proposal for the appointment of the Managing Board; and (iii) any decision
relating to the voting rights of the holding company in the Company shall
require the unanimous approval of the holding company shareholders and shall be
submitted by the holding company to the Company’s annual shareholders meeting.
The STH Shareholders also agreed that the Chairman of the Company’s Supervisory
Board will be designated upon proposal of an STH Shareholder for a three-year
term, and the Vice Chairman of the Company’s Supervisory Board will be
designated upon proposal of the other STH Shareholder for the same period, and
vice-versa for the following three-year term. The STH Shareholders further
agreed that the STH Shareholder proposing the appointment of the Chairman be
entitled to propose the appointment of the Assistant Secretary of the Company’s
Supervisory Board, and the STH Shareholder proposing the appointment of the Vice
Chairman be entitled to propose the appointment of the Secretary of the
Company’s
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Supervisory
Board. Finally, each STH Shareholder is entitled to appoint a Financial
Controller to the Supervisory Board. The Company’s Secretary, Assistant
Secretary and two Financial Controllers are referred to as professionals (not
members) of the Company’s Supervisory Board.
In
addition, the following resolutions, to the extent that a resolution of the
holding company is required, must be resolved upon by a shareholders’ resolution
of the holding company, which shall require the unanimous approval of the STH
Shareholders: (i) any alteration in the holding company’s articles of
association; (ii) any issue, acquisition or disposal by the holding company of
its shares or change in share rights; (iii) any alteration in the Company’s
authorized share capital or issue by the Company of new shares and/or of any
financial instrument giving rights to subscribe for its common shares; any
acquisition or disposal by the holding company of the Company’s shares and/or
any right to subscribe for the Company’s common shares; any modification to the
rights attached to the Company’s common shares; any merger, acquisition or joint
venture agreement to which the Company is or is proposed to be a party; and any
other items on the agenda of its general shareholders meeting; (iv) the
liquidation or dissolution of the holding company; (v) any legal merger, legal
de-merger, acquisition or joint venture agreement to which the holding company
is proposed to be a party; and (vi) the adoption or approval of the Company’s
annual accounts or those of the holding company or a resolution concerning a
dividend distribution by the Company.
At the
end of the Balance Period, the members of the Company’s Supervisory Board and
those of the holding company designated by the minority shareholder of the
holding company will immediately resign upon request of the holding company’s
majority shareholder, subject to the rights described in the previous
paragraph.
After the
end of the Balance Period, unanimous approval by the shareholders of the holding
company remains required to approve:
(i) As
long as any of the shareholders indirectly owns at least equal to the lesser of
3% of the Company’s issued and outstanding share capital or 10% of the remaining
STH Shareholders’ stake in the Company at such time, with respect to the holding
company, any changes to the articles of association, any issue, acquisition or
disposal of shares in the holding company or change in the rights of its shares,
its liquidation or dissolution and any legal merger, de-merger, acquisition or
joint venture agreement to which the holding company is proposed to be a
party.
(ii) As
long as any of the shareholders indirectly owns at least 33% of the holding
company, certain changes to the Company’s articles of association (including any
alteration in its authorized share capital, or any issue of share capital and/or
financial instrument giving the right to subscribe for the Company’s common
shares, changes to the rights attached to its shares, changes to the preemptive
rights, issues relating to the form, rights and transfer mechanics of the
shares, the composition and operation of the Managing and Supervisory Boards,
matters subject to the Supervisory Board’s approval, the Supervisory Board’s
voting procedures, extraordinary meetings of shareholders and quorums for voting
at shareholders meetings).
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(iii) Any
decision to vote the Company’s shares held by the holding company at any general
meeting of its shareholders with respect to any substantial and material merger
decision. In the event of a failure by the shareholders to reach a common
decision on the relevant merger proposal, the Company’s shares attributable to
the minority shareholder and held by the holding company will be counted as
present for purposes of a quorum of shareholders at one of the Company’s
shareholders meetings, but will not be voted (i.e., will be abstained from the
vote in a way that they will not be counted as a negative vote or as a positive
vote).
(iv) In
addition, the minority shareholder will have the right to designate at least one
member of the list of candidates for the Company’s Supervisory Board to be
proposed by the holding company if that shareholder indirectly owns at least 3%
of its total issued and outstanding share capital, with the majority STH
Shareholder retaining the right to appoint that number of members to the
Company’s Supervisory Board that is at least proportional to such majority STH
Shareholder’s voting stake.
Finally,
at the end of the Balance Period, the unanimous approval required for other
decisions taken at the STMicroelectronics N.V. level shall only be compulsory to
the extent possible, taking into account the actual power attached to the direct
and indirect shareholding together held by the STH Shareholders in the
Company.
Disposals of the Company’s
Common
Shares
The STH
Shareholders’ Agreement provides that each STH Shareholder retains the right to
cause the holding company to dispose of its stake in the Company at its sole
discretion, provided it is pursuant to either (i) the issuance of financial
instruments, (ii) an equity swap, (iii) a structured finance deal or (iv) a
straight sale. ST Holding II may enter into escrow arrangements with STH
Shareholders with respect to the Company’s shares, whether this be pursuant to
exchangeable notes, securities lending or other financial instruments. STH
Shareholders that dispose of the Company’s shares through the issuance
of exchangeable instruments, an equity swap or a structured finance
deal maintain the voting rights of the underlying shares in their ST Holding
voting stake provided that such rights remain freely and continuously held by
the holding company as though the holding company were still holding the full
ownership of the shares.
As long
as any of the parties to the STH Shareholders’ Agreement has a direct or
indirect interest in the Company, except in the case of a public offer, no sales
by a party may be made of any of the Company’s shares or of FT1CI, ST Holding or
ST Holding II to any of the Company’s top ten competitors, or any company that
controls such competitor.
Re-adjusting
and Re-balancing options
The STH
Shareholders’ Agreement provides that the parties have the right, subject to
certain conditions, to re-balance their indirect holdings in the Company’s
shares to achieve parity between FT1CI on the one hand and CDP on the other
hand. If at any time prior to March 17, 2011, the voting stake in the Company of
one of the STH Shareholders (FT1CI on the one hand, and CDP on the other hand)
falls below 10.5% due either to (a) the exchange by a third party of any
exchangeable instruments issued by an STH Shareholder or
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(b) to an
issuance by the Company of new shares subscribed to by a third party, such STH
Shareholder will have the right to notify the other STH Shareholder of its
intention to exercise a “Re-adjusting Option”. In such case, the STH
Shareholders will cause the holding company to purchase the number of the
Company’s common shares necessary to increase the voting stake of such STH
Shareholder to 10.5% of the Company’s issued and outstanding share
capital.
If three
months prior to March 17, 2010, the Balance Period has not already expired and
if on such date the voting stake of one of the STH Shareholders (FT1CI on the
one hand, and CDP on the other hand) has fallen below 47.5% of the total voting
stake in ST Holding, such STH Shareholder will have the right to notify the
other STH Shareholder of its intention to exercise a “Re-balance Option” no
later than 30 Business Days prior to March 17, 2011. In such case, the STH
Shareholders will cause the holding company to purchase before March 17, 2011
the number of the Company’s common shares necessary to re-balance at 50/50% the
respective voting stakes of the STH Shareholders.
Change
of Control Provision
The STH
Shareholders’ Agreement provides for tag-along rights, preemptive rights, and
provisions with respect to a change of control of any of the shareholders or any
controlling shareholder of FT1CI, on the one hand, and CDP, on the other hand.
The shareholders may transfer shares of the holding company or FT1CI to any of
the shareholders’ affiliates, which would include the Italian state or the
French state with respect to entities controlled by a state. The shareholders
and their ultimate shareholders will be prohibited from launching any takeover
process on any of the other shareholders.
Non-competition
Pursuant
to the terms of STH Shareholders’ Agreement, neither the Company nor ST Holding
are permitted, as a matter of principle, to operate outside the field of
semiconductor products. The parties to the STH Shareholders’ Agreement also
undertake to refrain directly or indirectly from competing with the Company in
the area of semiconductor products, subject to certain exceptions, and to offer
the Company opportunities to commercialize or invest in any semiconductor
product developments by them.
Deadlock
In the
event of a disagreement that cannot be resolved between the parties as to the
conduct of the business and actions contemplated by the STH Shareholders’
Agreement, each party has the right to offer its interest in ST Holding to the
other, which then has the right to acquire, or to have a third party acquire,
such interest. If neither party agrees to acquire or have acquired the other
party’s interest, then together the parties are obligated to try to find a third
party to acquire their collective interests, or such part thereof as is suitable
to change the decision to terminate the agreement. The STH Shareholders’
Agreement will remain in force as long as CDP, on the one hand, and any of
Areva, FT1CI or CEA, on the other hand, are shareholders of the holding
company.
Preference
Shares
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On May
31, 1999, the Company’s shareholders approved the creation of preference shares
that entitle a holder to full voting rights at any meeting of shareholders and
to a preferential right to dividends and distributions. On the same
day, the Company entered into an option agreement with ST Holding II as a
protective mechanism against hostile takeovers or similar actions that are
determined to be contrary to the interests of the Company and its
shareholders. On November 27, 2006, the Company’s Supervisory Board
decided to terminate the May 31, 1999 option agreement, as amended. A
new option agreement has been entered into with Stichting Continuiteit ST (the
“Stichting”), which is a foundation independent from the Supervisory Board and
the Company’s major shareholders. The May 31, 1999 option agreement,
as amended, was terminated by mutual consent by ST Holding II and the Company on
February 7, 2007.
The new
option provides for the issuance of 540,000,000 preference shares, the same
number as the May 31, 1999 option agreement. The preference
shares would be issued by the Company to the Stichting, upon the latter’s
request and in the latter’s sole discretion. The
preference shares would be issuable in the event of an unsolicited offer or
acquisition, which is unsupported by the Company’s Managing and Supervisory
Boards and which the Stichting determines would be contrary to the interests of
the Company and the Company’s shareholders. If the Stichting
exercises its call option and acquires preference shares, it must pay at least
25% of the par value of such preference shares. If the Stichting has
exercised the option so as to enable it to exercise 30% or more of the voting
rights in any general meeting of shareholders of the Company, it is obliged to
cancel the preference shares after two years. This measure is
effected by the Stichting requesting the Supervisory Board to proceed with the
cancellation of the preference shares issued to it against repayment of the
amounts paid up on the preference shares. Under the Company’s
articles of association, the general meeting of shareholders must approve any
cancellation of preference shares upon a proposal made to this effect by the
Supervisory Board.
No
preference shares have been issued to date. The effect of the
preference shares may be to deter potential acquirers from effecting an
unsolicited acquisition resulting in a change of control. In addition, any
issuance of additional capital within the limits of the Company’s authorized
share capital, as approved by its shareholders, is subject to approval by its
Supervisory Board, other than pursuant to an exercise of the call option granted
to the Stichting.
Other
Shareholders’ agreements
Italian
Shareholders’ Pact
In
connection with the transfer of an interest in ST Holding from Finmeccanica to
CDP, Finmeccanica and CDP entered into a shareholders’ pact (the “Italian
Shareholders’ Pact”) on November 26, 2004 setting forth the rights and
obligations of their respective interests as shareholders of ST Holding.
Pursuant to the terms of the Italian Shareholders’ Pact, CDP became a party to
the STH Shareholders’ Agreement and had the right to exercise certain corporate
governance rights in the Company previously exercised by Finmeccanica under the
STH Shareholders’ Agreement.
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Following
CDP’s acquisition in December 2009 of all of Finmeccanica’s remaining shares in
the Company held indirectly through in ST Holding, Finmeccanica’s rights granted
under the STH Shareholders’ Agreement have been transferred to CDP and the
Italian Shareholders’ Pact has been terminated.
French
Shareholders’ Pact
Following
FT1CI’s acquisition of approximately 26 million of the Company’s shares
representing approximately 2.85% of the Company’s share capital, which was
financed by CEA, CEA has become a minority shareholder of FT1CI and now adheres
to the STH Shareholders’ Agreement.
Statutory
Considerations
As is the
case with other companies controlled by the French government, the French
government has appointed a Commissaire du Gouvernement
and a Contrôleur d’Etat
for FT1CI. Pursuant to Decree No. 94-214, dated March 10, 1994, these government
representatives have the right (i) to attend any board meeting of FT1CI, and
(ii) to veto any board resolution or any decision of the president of FT1CI
within ten days of such board meeting (or, if they have not attended the
meeting, within ten days of the receipt of the board minutes or the notification
of such president’s decision); such veto lapses if not confirmed within one
month by the Ministry of the Economy or the Ministry of the Industry. FT1CI is
subject to certain points of the Decree of August 9, 1953 pursuant to which the
Ministry of the Economy and any other relevant ministries have the authority to
approve decisions of FT1CI relating to budgets or forecasts of revenues,
operating expenses and capital expenditures. The effect of these provisions may
be that the decisions taken by the Company and the Company’s subsidiaries that,
by the terms of the STH Shareholders’ Agreement, require prior approval by
FT1CI, may be adversely affected by these veto rights under French
law.
Pursuant
to Law Decree 269 of September 30, 2003 (as subsequently amended) and Decree of
the Ministry of the Economy and Finance of December 5, 2003, CDP was transformed
from a public entity into a joint stock limited liability company (società per azioni). While
transforming itself into a holding company, CDP maintained its public interest
purpose. CDP’s core business is to finance public investments and, more
specifically, infrastructure and other major public works sponsored by the
Republic of Italy, regions, local authorities, public agencies and other public
bodies. By virtue of a special provision of Law Decree 269, the Ministry of
Economy and Finance will always be able to exercise its control over
CDP.