SGS-THOMSON Microelectronics N.V. Public Offering

Business Wire, Sept 27, 1995

ST. GENIS POUILLY, France--(BUSINESS WIRE)--September 27, 1995-- SGS-THOMSON Microelectronics N.V. ("SGS-THOMSON") announced the global offering of 18,000,000 Common Shares, of which 11,700,000 Common Shares are to be offered within the United States and Canada and 6,300,000 Common Shares outside these countries. Of the total 18,000,000 Common Shares to be offered to the public, 7,610,000 Common Shares will be newly issued by SGS-THOMSON, 6,815,000 Common Shares will be sold by SGS-THOMSON Microelectronics Holding II B.V. ("SGS-THOMSON HOLDING") and 3,575,000 Common Shares will be sold by Thorn EMI plc. SGS-THOMSON and SGS-THOMSON HOLDING have also granted the underwriters the right to purchase up to an additional 1,350,000 and 1,350,000 Common Shares, respectively, to cover over-allotments in connection with the offering. The offering is expected to be completed toward the end of October.

In connection with the anticipated offering, the Supervisory Board will call an extraordinary general meeting of shareholders to, among other things, provide for the waiver of preemptive rights and to authorize the Supervisory Board to set the terms of the offering. The Company's Common Shares are currently traded on the New York Stock Exchange and the Bourse de Paris and quoted on SEAQ International.

In December 1994, SGS-THOMSON completed an initial public offering of 21 million Common Shares. The Company's majority shareholder is composed of a consortium of French shareholders (CEA Industrie, France Telecom and Thomson-CSF) and a consortium of Italian shareholders (I.R.I. and Comitato SIR). Approximately 17% of the Company's Common Shares are already owned by the public and 2.8% by Thorn EMI plc. After giving effect to the proposed offering, the majority shareholders will retain control of the Company.

SGS-THOMSON is a global independent semiconductor company that designs, develops, manufactures and markets a broad range of semiconductor integrated circuits and discrete devices used in a wide variety of microelectronics applications, including telecommunication systems, computer systems, consumer products, automotive products and industrial automation and control systems.

The offering will be made through Morgan Stanley & Co. Incorporated and Global Coordinator and Banque Indosuez, Istituto Mobiliare Italiano S.p.A. and Lehman Brothers Inc. as Co-Global Coordinators.

A copy of the prospectus relating to these securities may be obtained in the United States from Morgan Stanley & Co. Incorporated, 1251 Avenue of the Americas, New York, New York 10020, Tel: 1 (212) 703-8570, or Lehman Brothers Inc., 3 World Financial Center, 200 Vesey Street, New York, NY 10285, Tel: 1 (516) 254-7106 or in Europe from Morgan Stanley & Co. International Limited, 25 Cabot Square, Canary Wharf, London, E14 4QA, Tel: 44 (171) 425-8880, Banque Indosuez, 96 Boulevard Haussman, 75008 Paris, Tel: 33 (1) 44 20 40 73, Istituto Mobiliare Italiano, Viale dell' Arte 25, Rome, 00144, Tel: 39 (2) 77 51 23 08 or Lehman Brothers International (Europe), One Broadgate, London, EC2M 7HA, Tel: 44 (171) 260-2898.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. -0-

CONTACT: Tracey Gordon

Corporate Communications

Morgan Stanley & Co. Incorporated

1251 Avenue of the Americas

New York, NY 10020

PHONE: (1-212) 703-7618

FAX: (1-212) 703-7232

or

Andrea Bothamley

Corporate Communications

Morgan Stanley & Co. International Limited

25 Cabot Square

Canary Wharf

London E14 4QA

United Kingdom

PHONE: (44-171) 425-4943

FAX: (44-171) 425-4949

or

Alexandrine Blanc

Banque Indosuez

9, rue Louis Murat

73371 Paris Cedex 08

France

PHONE: (33-1) 44-20-40-73

FAX: (33-1) 44-20-29-78

CONTACT: Maria Grazia Prestini

Corporate Press Relations Manager

SGS-THOMSON Microelectronics

Tel: 33.5040.2532 - St. Genis Pouilly (France)

Tel: 39.39.603.5901 - Agrate Brianza (Italy)

or

Michele Katz

Press: Brian Maddox

Morgen-Walke Associates, Inc.

212-850-5600