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. 8)
STMicroelectronics
N.V.
|
(Name of
Issuer)
Common Shares, nominal value €1.04 per share |
|
(Title of Class of
Securities)
861012102 |
|
(CUSIP
Number)
December 31,
2008
|
(Date of Event Which Requires Filing of this
Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
|
£
|
Rule 13d-1
(b)
|
|
|
£
|
Rule 13d-1
(c)
|
|
|
S
|
Rule 13d-1
(d)
|
|
*
|
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)
Page 1
of 29
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 2
of 29 Pages
|
|
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
|
|||
|
*
|
Based upon
910,307,305 common shares issued as of December 31, 2008 as shown on the
STMicroelectronics N.V.’s share
registry.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 3
of 29 Pages
|
|
1
|
NAME OF
REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. 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
|
|||
|
*
|
Based upon
910,307,305 common shares issued as of December 31, 2008 as shown on the
STMicroelectronics N.V.’s share
registry.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 4
of 29 Pages
|
|
1
|
NAME OF
REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
FT1C1
|
|||
|
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
|
|||
|
*
|
Based upon
910,307,305 common shares issued as of December 31, 2008 as shown on the
STMicroelectronics N.V.’s share
registry.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 5
of 29 Pages
|
|
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
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
|
|||
|
*
|
Based upon
910,307,305 common shares issued as of December 31, 2008 as shown on the
STMicroelectronics N.V.’s share
registry.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 6
of 29 Pages
|
|
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
|
|||
|
*
|
Based upon
910,307,305 common shares issued as of December 31, 2008 as shown on the
STMicroelectronics N.V.’s share
registry.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 7
of 29 Pages
|
|
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
|
|||
|
*
|
Based upon
910,307,305 common shares issued as of December 31, 2008 as shown on the
STMicroelectronics N.V.’s share
registry.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 8
of 29 Pages
|
|
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
|
|||
|
*
|
Based upon
910,307,305 common shares issued as of December 31, 2008 as shown on the
STMicroelectronics N.V.’s share
registry.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 9
of 29
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).
|
Nameof
Persons Filing:
|
The
current members of the Group of STMicroelectronics N.V. shareholders consisting
of:
|
(i)
|
ST
Holding II
|
|
(ii)
|
ST
Holding
|
|
(iii)
|
FT1CI
|
|
(iv)
|
Finmeccanica
|
|
(v)
|
Cassa Depositi e
Prestiti
|
|
(vi)
|
Areva
|
|
(vii)
|
CEA
|
|
Item
2(b).
|
Address
of Principal Business Office, or if none,
Residence:
|
|
(i)
|
STMicroelectronics
Holding II B.V.
|
|
|
Weena
210-212
|
|
|
3012 NJ
Rotterdam
|
|
|
The
Netherlands
|
|
(ii)
|
STMicroelectronics
Holding N.V.
|
Weena
210-212
3012 NJ
Rotterdam
The
Netherlands
|
(iii)
|
FT1CI
|
33 rue La Fayette
75442 Paris cedex 09
France
|
(iv)
|
Finmeccanica
S.p.A.
|
Piazza Monte Grappa, 4
00195 Rome
Italy
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 10
of 29 Pages
|
|
(v)
|
Cassa Depositi e
Prestiti S.p.A.
|
Via Goito, 4
00185 Rome
Italy
|
(vi)
|
Areva
|
33 rue La Fayette
75442 Paris cedex 09
France
|
(vii)
|
CEA
|
Siege
91191
Gif-sur-Yvette cedex
France
|
Item
2(c).
|
Citizenship:
|
|
(i)
|
The
Netherlands
|
|
(ii)
|
The
Netherlands
|
|
(iii)
|
France
|
|
(iv)
|
Italy
|
|
(v)
|
Italy
|
|
|
(vi)
|
France
|
|
(vii)
|
France
|
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Shares, nominal value €1.04 per Share
|
Item
2(e).
|
CUSIP
Number:
|
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, CDP and Finmeccanica (see Exhibit 1 attached
hereto). FT1CI is controlled by the Areva Group and CEA.
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 11
of 29 Pages
|
|
Item
4(b).
|
Percent
of Class:
|
27.5%
based upon 910,307,305 common shares issued as of December 31, 2008 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
|
Item 5 is
not applicable.
|
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.
|
Certification
|
Item 10
is not applicable.
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 12
of 29 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
|
February 13,
2009
|
February 13,
2009
|
|
|
(Date)
|
(Date)
|
|
|
/s/ Gabriele
Pagnotta
|
/s/ Bertrand
Loubert
|
|
|
(Signature)
|
(Signature)
|
|
Name: Gabriele
Pagnotta
|
Name: Bertrand
Loubert
|
|
Title: Managing
Director,
STMicroelectronics
Holding N.V.
|
Title: Managing
Director,
STMicroelectronics
Holding N.V.
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 13
of 29 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.
|
February 13,
2009
|
February 13,
2009
|
|
|
(Date)
|
(Date)
|
|
|
/s/ Gabriele
Pagnotta
|
/s/ Bertrand
Loubert
|
|
|
(Signature)
|
(Signature)
|
|
Name: Gabriele
Pagnotta
|
Name: Bertrand
Loubert
|
|
Title:
Managing Director
|
Title:
Managing Director
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 14
of 29 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: FT1CI
|
|
February 13, 2009 |
|
(Date)
|
|
|
|
/s/ Gérald Arbola |
|
(Signature)
|
|
|
|
Name: Gérald
Arbola
|
|
|
Title: Chairman and CEO |
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 15
of 29 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 13, 2009 |
|
(Date)
|
|
|
|
/s/ Alessandro Pansa |
|
(Signature)
|
|
|
|
Name:
Alessandro Pansa
|
|
|
Title: Co-General Manager |
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 16
of 29 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 13, 2009 |
|
(Date)
|
|
|
|
/s/ Massimo Varazzani |
|
(Signature)
|
|
|
|
Name: Massimo
Varazzani
|
|
|
Title: Chief Executive Officer |
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 17
of 29 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 13, 2009 |
|
(Date)
|
|
|
|
/s/ Gérald Arbola |
|
(Signature)
|
|
|
|
Name: Gérald
Arbola
|
|
|
Title:
Member of the Executive Board and Chief Operating
Officer
|
|
CUSIP
No. 861012102
|
SCHEDULE 13G
|
Page 18
of 29 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 13, 2009 |
|
(Date)
|
|
|
|
/s/ Olivier Pagezy |
|
(Signature)
|
|
|
|
Name: Olivier
Pagezy
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Title:
Chief Financial
Officer
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 19
of 29 Pages
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EXHIBIT
1
Principal
Shareholders
ST
Holding II is a wholly owned subsidiary of ST Holding. As of December
31, 2008, FT1CI (the “French Shareholder”), controlled by Areva and CEA, and a
consortium of Italian shareholders (the “Italian Shareholders”), made up of CDP
and Finmeccanica, directly held 50% each in ST Holding. CDP held 30% in ST
Holding and Finmeccanica held 20% in ST Holding. The indirect interest of FT1CI
and the Italian Shareholders 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 indirectly held
125,352,377 of the Company’s common shares, representing 13.7% of its issued
share capital as of December 31, 2008, CDP indirectly held 91,644,941 of the
Company’s common shares, representing 10.1% of its issued share capital as of
December 31, 2008 and Finmeccanica indirectly held 33,707,436 of the Company’s
common shares, representing 3.7% of its issued share capital as of December 31,
2008. Any disposals or, as the case may be, acquisitions by ST Holding II on
behalf of FT1CI, CDP and Finmeccanica, will decrease or, as the case may be,
increase the indirect interest of respectively FT1CI, CDP and Finmeccanica, 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, 2008, the sole shareholders of
FT1CI. 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. Finmeccanica is a listed Italian holding company
majority owned by the Italian Ministry of Economy and Finance and the
public. Finmeccanica is listed on the Italian Mercato Telematico
Azionario (“MTA”) and is included in the S&P/MIB 30 stock
index.
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
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:
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Common
Shares Owned
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||||||||
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Number
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%
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|||||||
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December 31,
2008
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250,704,754 | 27.5 | ||||||
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December 31,
2007
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250,704,754 | 27.5 | ||||||
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December 31,
2006
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250,704,754 | 27.5 | ||||||
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 20
of 29 Pages
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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, FT1CI or Finmeccanica may
come at any time.
The
chart below illustrates the shareholding structure as of December 31,
2008:
___________________
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(1)
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FT1CI owns 50% of ST
Holding and indirectly holds 125,352,377 of the Company’s common
shares.
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(2)
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Not a legal entity,
purely for illustrative purposes.
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(3)
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CDP and Finmeccanica
own 50% of ST Holding and indirectly hold 91,644,941 and 33,707,436 of the
Company’s common shares,
respectively.
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(4)
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CDP owns 30% of ST
Holding, while Finmeccanica owns 20% of ST
Holding.
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(5)
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ST Holding II owns
27.5% of the Company’s shares, the Public owns 68.5% of the Company’s
shares and the Company holds 4.0% as Treasury
Shares.
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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 held by ST Holding II, or 2.3% of its
then-outstanding share capital. The Finmeccanica Notes have an initial exchange
ratio of 39.8883
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 21
of 29 Pages
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shares
per note. As of
December 31, 2008, none of the Finmeccanica Notes had been exchanged for the
Company’s common shares.
On
February 26, 2008, Finmeccanica agreed to sell 26,034,141 of the Company’s
common shares to FT1CI. FT1CI’s acquisition of the shares was
financed by CEA, the parent company of Areva, and, hence, CEA has become a
shareholder of FT1CI and now adheres to the STH Shareholders’
Agreement.
Shareholders’
agreements
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 and restated on March 17,
2004. On February 26, 2008, the shareholders’ agreement was further
amended (as amended, the “STH Shareholders’ Agreement”) concerning:
• the
decision of the French Shareholder and the Italian Shareholders to equally align
their respective equity participation in the Company, held through ST Holding,
through an agreed sale by Finmeccanica to FT1CI of 26,034,141 of the Company’s
common shares or approximately 2.85% of its share capital;
• the
fact that CEA, a company owned and controlled by the French State and the
controlling shareholder of Areva financed the acquisition of the shares being
purchased by FT1CI from Finmeccanica and, upon such acquisition, also became a
party to the STH Shareholders’ Agreement;
• the
decision to extend for a further three year period until March 17, 2011 the
balancing period as defined under the STH Shareholders’ Agreement (see below
under “Corporate Governance”); and
• the
decision to increase from 9.5% to 10.5% the minimum voting stakes to be held
respectively by the French Shareholder and Italian Shareholders (see below under
“Corporate Governance”).
The
current parties to the STH Shareholders’ Agreement are Areva, CEA, CDP,
Finmeccanica and FT1CI (CDP became bound by the STH Shareholders’ Agreement
pursuant to a deed of adherence dated December 23, 2004 following its purchase
from Finmeccanica of a majority of Finmeccanica’s indirect interest in the
Company through ST Holding.) The February 26, 2008 amended and restated
agreement supercedes and replaces all previous agreements. CDP and Finmeccanica
entered into an agreement that provides for the transfer of certain of the
rights of Finmeccanica under the STH Shareholders’ Agreement to CDP. See “—Other
Shareholders’ Agreements—Italian Shareholders’ Pact”
below. Therefore, references to the rights and obligations of
Finmeccanica under the STH Shareholders’ Agreement described below also refer to
CDP.
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 22
of 29 Pages
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Pursuant to the terms of
the STH Shareholders’ Agreement and for the duration of such agreement, FT1CI,
on the one hand, and the Italian Shareholders, 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 Finmeccanica/CDP (FT1CI and
Finmeccanica/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 stake equal to at least 47.5% of the total voting
stakes. During the Balance Period, each of FT1CI and Finmeccanica (together with
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 common agreement of Finmeccanica and CDP pursuant to the
Italian Shareholders’ Pact as described below) and a supervisory board comprised
of eight members (four designated by FT1CI and four designated by common
agreement of Finmeccanica and CDP pursuant to the Italian Shareholders’ Pact as
described below). In November 2006, FT1CI, CDP and Finmeccanica decided to
reduce the number of members
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 23
of 29 Pages
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of the
supervisory board from eight to six (three designated by FT1CI and three
designated by common agreement of Finmeccanica and 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 Finmeccanica and CDP on
the one hand and FT1CI on the other hand. The current Chairman is Mr. Matteo del
Fante (following the resignation of Mr. Gilbert Lehmann in 2008).
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 Company’s Managing Board and by the Company’s
Supervisory Board, and those of the holding 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 either or both Italian Shareholders 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 Finmeccanica 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 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.
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 24
of 29 Pages
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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).
(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
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 25
of 29 Pages
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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 issue exchangeable instruments may include in their voting
stake the voting rights of the underlying shares provided they remain freely and
continuously held by the holding company as if the holding company was still
holding the full ownership of the shares. STH Shareholders that issue financial
instruments with respect to the Company’s underlying shares may have a call
option over those shares upon exchange of exchangeable notes for common
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 Finmeccanica 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
Finmeccanica 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 (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
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 26
of 29 Pages
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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 by
December 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
Finmeccanica and CDP on the other hand) has fallen below 47.5% of the Company’s
issued and outstanding share capital, 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 the Italian
Shareholders, 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 otherwise terminates in the event that one of the parties thereto
ceases to hold shares in ST Holding.
Preference
Shares
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
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 27
of 29 Pages
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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 agreement May 31, 1999 option agreement. The preference
shares would be issued by the Company to the Stichting, upon its request and in
its 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 options 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. Under the Italian Shareholders’ Pact, CDP will
have the right to exercise certain corporate governance rights in the Company
previously exercised by Finmeccanica under the STH Shareholders’
Agreement.
The
Italian Shareholders’ Pact provides that CDP has the right to appoint one of the
two members of the ST Holding’s Managing Board. Moreover, CDP will
have the
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CUSIP
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SCHEDULE 13G
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Page 28
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right
to nominate a number of representatives to the Supervisory Board of ST Holding,
ST Holding II and STMicroelectronics N.V. In particular, CDP has the right to
propose two members for membership on the Company’s Supervisory Board, while one
member will be proposed by Finmeccanica for so long as Finmeccanica owns
indirectly at least 3% of the Company’s capital. If and when its indirect
interest in the Company is reduced below such threshold, Finmeccanica will cause
its appointed director to resign and be replaced by a director appointed by
CDP.
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 the principal
Italian privatization law, certain special government powers may be introduced
into the bylaws of firms considered strategic by the Italian government. In the
case of Finmeccanica, these powers were established by decrees adopted by the
Minister of the Treasury on November 8, 1999, and Finmeccanica’s bylaws were
subsequently amended on November 23, 1999. The aforementioned decrees were
amended by the Law Decree 350 enacted on December 24, 2003, and Finmeccanica has
modified its bylaws accordingly. The special powers of the Minister of the
Treasury (who will act in agreement with the Minister of Industry) include: (i)
the power to object to the acquisition of material interests in Finmeccanica’s
share capital; (ii) the power to object to material shareholders’ agreements
relating to Finmeccanica’s share capital; (iii) the power to appoint one member
of Finmeccanica’s board of directors without voting rights; and (iv) the power
to veto resolutions to dissolve Finmeccanica, transfer its business, merge,
conduct spin-offs, transfer its registered office outside of Italy, change its
corporate purposes, or amend or modify any of the Minister of the Treasury’s
special powers.
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CUSIP
No. 861012102
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SCHEDULE 13G
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Page 29
of 29 Pages
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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.