TIDMARM
RNS Number : 8685I
ARM Holdings PLC
02 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
2 September 2016
RECOMMED ACQUISITION
of
ARM Holdings plc
by
SoftBank Group Corp.
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
AGREEMENT REGARDING PAYMENT OF INTERIM DIVID
On 18 July 2016, the boards of ARM Holdings plc ("ARM") and
SoftBank Group Corp. ("SoftBank") announced that they had reached
agreement on the terms of a recommended cash offer by SoftBank for
the entire issued and to be issued share capital of ARM (the
"Acquisition") to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). On 3 August
2016, ARM announced that a scheme document in relation to the
Scheme (the "Scheme Document") had been published on the ARM
website at www.arm.com.
ARM and SoftBank today announce that they have entered into an
agreement pursuant to which SoftBank undertakes in favour of ARM
and in favour of each ARM Shareholder who is on the register of
members of ARM as at close of business on the applicable Dividend
record date (being 8 September 2016 or the Business Day prior to
the Effective Date, if earlier) (each an "Eligible ARM
Shareholder") that, following the Effective Date, it will procure
the payment of the Dividend to the Eligible ARM Shareholders within
seven Business Days of the Effective Date and not cause or permit
the payment of the Dividend to be revoked or cancelled unless, and
then only to the extent that, payment of the Dividend would
contravene Part 23 of the Companies Act 2006 or any other
applicable law or regulation.
Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the Scheme Document.
In accordance with Rule 26.1 of the City Code on Takeovers and
Mergers, a copy of this Announcement will be available on the
website of ARM at www.arm.com and the website of SoftBank at
http://www.softbank.jp/corp/d/sbg_press_en/ by no later than 12.00
p.m. (London time) on the Business Day following this
Announcement.
Enquiries:
ARM Holdings plc
Chris Kennedy, Chief Financial
Officer
Ian Thornton, Head of Investor +44 (0) 12 2340
Relations 0400
Goldman Sachs International
(Lead Financial Adviser to
ARM)
Anthony Gutman
Tammy Kiely
Nicholas van den Arend +44 (0) 20 7774
Nick Harper 1000
Lazard & Co., Limited (Lead
Financial Adviser to ARM)
William Rucker
Cyrus Kapadia +44 (0) 20 7187
Michael Murray 2000
UBS Limited (Financial Adviser
and Joint Corporate Broker
to ARM)
Jonathan Rowley
David Roberts +44 (0) 20 7568
Sandip Dhillon 0000
Barclays (Joint Corporate
Broker to ARM) +44 (0) 20 7623
Phil Shelley 2323
Brunswick (PR Adviser to
ARM)
Sarah West
Jonathan Glass +44 (0) 20 7404
Richard Jacques 5959
SoftBank Group Corp.
Alok Sama +81 3 6889 2300
Alex Clavel +44 (0) 20 7887
Matthew Nicholson 4535
The Raine Group (Financial
Adviser to SoftBank)
Jeffrey Sine
Jason Schretter +1 212 603 5500
Robey Warshaw LLP (Financial
Adviser to SoftBank)
Simon Robey
Simon Warshaw +44 (0) 20 7317
Philip Apostolides 3900
Mizuho Securities Co., Ltd.
(Financial Adviser to SoftBank)
Hiroshi Saito
Kentaro Matsui +81 3 5208 3210
Finsbury (PR Adviser to SoftBank)
Rollo Head +44 (0) 20 7251
Andy Parnis 3801
Sard Verbinnen & Co. (PR
Adviser to SoftBank)
Paul Kranhold
Jim Barron +1 212 687 8080
Important notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for ARM and no one else in connection with the
Acquisition and will not be responsible to anyone other than ARM
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in connection with the
Acquisition or in relation to the contents of this Announcement or
any other matter referred to herein.
Lazard & Co., Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for ARM and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than ARM for providing the protections
afforded to its clients or for providing advice in connection with
the Acquisition or in relation to the contents of this Announcement
or any other matter referred to herein. Neither Lazard & Co.,
Limited nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard & Co., Limited in
connection with the Acquisition or in relation to the contents of
this Announcement or any other matter referred to herein.
UBS Limited, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for ARM and
no one else in connection with the matters referred to in this
Announcement. In connection with such matters, UBS Limited, its
affiliates, and its or their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the contents of this Announcement
or any other matter referred to herein.
The Raine Group is acting as financial adviser exclusively for
SoftBank and no one else in connection with the Acquisition and
will not regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than
SoftBank for providing the protections afforded to clients of The
Raine Group, nor for providing advice in relation to the
Acquisition or in relation to the contents of this Announcement or
any other matter referred to herein.
Robey Warshaw LLP, which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser
exclusively for SoftBank and no one else in connection with the
Acquisition and will not regard any other person as its client in
relation to the Acquisition and will not be responsible to anyone
other than SoftBank for providing the protections afforded to
clients of Robey Warshaw LLP, nor for providing advice in relation
to the Acquisition or in relation to the contents of this
Announcement or any other matter referred to herein.
Mizuho Securities Co., Ltd. is acting as financial adviser
exclusively for SoftBank and no one else in connection with the
Acquisition and will not regard any other person as its client in
relation to the Acquisition and will not be responsible to anyone
other than SoftBank for providing the protections afforded to
clients of Mizuho Securities Co., Ltd., nor for providing advice in
relation to the Acquisition or in relation to the contents of this
Announcement or any other matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation, or the solicitation of an offer, to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Acquisition. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information
contained in the Scheme Document. Each ARM Shareholder and ARM ADS
Holder is urged to consult his independent professional adviser
immediately regarding the consequences of the Acquistion applicable
to him.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into or from jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside of England.
Copies of this Announcement and formal documentation relating to
the Acquisition will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of an English company that
is a "foreign private issuer" as defined in Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended, and is being effected
by means of a scheme of arrangement under English law. Neither the
US proxy solicitation rules nor the tender offer rules under the US
Securities Exchange Act of 1934, as amended, will apply to the
Acquisition. Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable to the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Neither the SEC, nor any securities commission of any state
of the United States, has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States. Financial information
relating to ARM included in the Scheme Document has been prepared
in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
The receipt of cash pursuant to the Acquisition by a US
beneficial owner of ARM Shares or ARM ADSs as consideration for the
transfer of its Scheme Shares pursuant to the Scheme will be a
taxable transaction for United States federal income tax purposes
and may also be a taxable transaction under other applicable tax
laws, including any applicable United States state and local, as
well as non-US, tax laws. Each ARM Shareholder and ARM ADS Holder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
ARM Shareholders and ARM ADS Holders are urged to read any
documents relating to the Acquisition filed, furnished or to be
filed or furnished with the SEC because they will contain important
information regarding the Acquisition. Such documents will be
available free of charge at the SEC's website at www.sec.gov and
from ARM at www.arm.com.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by SoftBank and ARM
contain statements which are, or may be deemed to be, "forward
looking statements". Such forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which the
SoftBank Group or the Enlarged Group will operate in the future and
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
those statements. The forward looking statements contained in this
Announcement relate to the SoftBank Group's or the Enlarged Group's
future prospects, developments and business strategies, the
expected timing and scope of the Acquisition and other statements
other than historical facts. In some cases, these forward looking
statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject
to", "budget", "scheduled", "forecasts", "intends", "may", "will"
or "should" or their negatives or other variations or comparable
terminology. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. If any one or more of
these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors. Neither SoftBank nor ARM, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward looking statements
in this Announcement will actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
The forward looking statements speak only at the date of this
Announcement. SoftBank and ARM expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecast or estimates
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement and no statement in this Announcement should be
interpreted to mean that earnings per ARM Share or SoftBank share
for the current or future financial years would necessarily match
or exceed the respective historical published earnings per ARM
Share or SoftBank share or to mean that the Enlarged Group's
earnings in the first 12 months following the Acquisition, or in
any subsequent period, would necessarily match or be greater than
those of SoftBank or ARM for the relevant preceding financial
period or any other period.
Publication on website
A copy of this Announcement will be published and made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on SoftBank's website at
http://www.softbank.jp/corp/d/sbg_press_en/ and ARM's website at
www.arm.com by no later than 12 noon (London time) on the Business
Day following this Announcement. For the avoidance of doubt, the
contents of those websites are not incorporated by reference into,
and do not form part of, this Announcement.
ARM Shareholders and ARM ADS Holders may request a hard copy of
this Announcement by contacting Equiniti at Aspect House, Spencer
Road, Lancing BN99 6DA, or between 9.00 a.m. and 5.30 p.m. (London
time) Monday to Friday (except UK public holidays) on freephone
0800 085 4975 or +44 121 415 0978. Calls to +44 121 415 0978 will
be charged at national or international rates as the case may be.
Please note that calls may be monitored or recorded and the
Shareholder Helpline cannot provide financial, legal or tax advice
or advice on the merits of the Acquisition. You may also request
that all future documents, announcements and information to be sent
to you in relation to the Acquisition should be in hard copy
form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
AGRSSFFIEFMSEFU
(END) Dow Jones Newswires
September 02, 2016 11:14 ET (15:14 GMT)
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