GENEVA, Nov. 27 /PRNewswire-FirstCall/ -- The Supervisory Board of STMicroelectronics N.V. has approved entering into an option agreement with an independent foundation, Stichting Continuiteit ST, to replace a substantially similar option agreement dated May 31, 1999, as amended, between STMicroelectronics and one of its shareholders, STH II B.V. The new option agreement is being entered into to reflect changes in Netherlands' legal requirements. It is not being adopted in response to any current hostile takeover attempt.
The new option agreement provides for the issuance of 540,000,000 preference shares, the same number as the agreement it is replacing. Any such shares would be issued by STMicroelectronics to the foundation, upon its request and in its sole discretion, upon payment of at least 25% of the par value of the preference shares to be issued. They would be issuable in the event of an unsolicited offer or acquisition, which is unsupported by ST's Managing and Supervisory Boards and which the foundation determines would be contrary to the interests of STMicroelectronics and its stakeholders. The preference shares may remain outstanding for no longer than two years.
About STMicroelectronics
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 the Company at the forefront of System-on-Chip (SoC) technology and its products play a key role in enabling today's convergence markets. The Company's shares are traded on the New York Stock Exchange, on Euronext Paris and on the Milan Stock Exchange. In 2005, the Company's net revenues were $8.88 billion and net earnings were $266 million. Further information on ST can be found at http://www.st.com/.
