INTRODUCTION
This Amendment No. 11 (this “Amendment”) amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed with the United States Securities and Exchange Commission (“SEC”) on September 11, 2023 (as amended supplemented on October 4, 2023,
October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20, 2023, December 5, 2023, December 18, 2023, December 19, 2023, January 5, 2024 and January 22, 2024 and as may be
further amended or supplemented from time to time, “Schedule 13E-3”) by Sequans Communications S.A., a société anonyme organized under the laws of
France (the “Company” or “Sequans”), the issuer of the ordinary shares, nominal value €0.01 per share, of the Company (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 (collectively, the “Company
Shares”), that are the subject of the Rule 13e-3 transaction described below.
The Schedule 13E-3 relates to the tender offer by Renesas Electronics Europe GmbH, incorporated as a limited liability company under the laws of Germany (Gesellschaft mit
beschränkter Haftung—GmbH) (“Purchaser”), a direct wholly owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent” or
“Renesas”), to acquire all of the outstanding Company Shares for U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS (each such amount, the “Offer Price”) 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 (as amended or supplemented from time to time, 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, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time
to time, the “Offer”). The Offer is described in a combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the SEC on September 11, 2023, by
Parent and Purchaser (as amended and supplemented on October 4, 2023, October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20, 2023, December 5, 2023, December 18, 2023,
December 19, 2023, January 5, 2024 and January 22, 2024 and as may be further amended or supplemented from time to time, the “Schedule TO”).
The Offer is being made pursuant to that certain Memorandum of Understanding, dated as of August 4, 2023, as amended by Amendment Nos. 1, 2 and 3 to the
Memorandum of Understanding, dated as of September 2, 2023, December 4, 2023 and January 5, 2024 (as it may be further amended, restated or supplemented from time to time in accordance with its terms, the “Memorandum of
Understanding”), by and between Sequans and Parent. The Memorandum of Understanding and Amendment Nos. 1, 2 and 3 to the Memorandum of Understanding are filed as Exhibits (d)(1), (d)(2), (d)(14) and (d)(18) to the Schedule 13E-3 and incorporated by reference herein. The Memorandum of Understanding is summarized under the heading “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of
Understanding” in the Offer to Purchase.
In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on September 11, 2023 (as amended and supplemented on October 4, 2023, October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20,
2023, December 5, 2023, December 18, 2023, December 19, 2023, January 5, 2024 and January 22, 2024 and as may be further amended or supplemented from time to time, together with any exhibits and annexes attached thereto, the
“Schedule 14D-9”). The information contained in the Schedule 14D-9 and the Schedule TO, including the Offer to Purchase, and
including all schedules, annexes and exhibits thereto, is expressly incorporated by reference to the extent such information is required in response to the items of the Schedule 13E-3 and is supplemented
by the information specifically provided herein.
The information in the Schedule 13E-3 is incorporated into this
Amendment by reference to all of the applicable items in the Schedule 13E-3, except that such information is hereby amended and supplemented to the extent provided in this Amendment. All information contained
in the Schedule 13E-3 concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in the Schedule
13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.
