SoftBank Offers to Acquire ARM Holdings for GBP 24.3 Billion (USD 31.4 Billion) in Cash

In addition, if ARM ADS holders surrender their ARM ADRs to the ARM Depositary for cancellation and withdraw their ARM Shares underlying the ARM ADSs in sufficient time to be entered on the ARM register of members, they may attend and vote at the ARM Meetings as ARM Shareholders. However, any withdrawal of ARM Shares underlying the ARM ADSs will result in the holder incurring cancellation fees, other expenses and any applicable taxes.

It is intended that, following the Effective Date, ARM’s ADR programme be terminated and that applications be made to delist the ARM ADSs from NASDAQ and terminate ARM’s registration with the SEC.

18. DOCUMENTS PUBLISHED ON A WEBSITE

Copies of the following documents will, no later than 12 noon on 19 July 2016, be available on ARM’s website ( www.arm.com) and on SoftBank’s website ( www.softbank.jp/corp/d/sbg_press_en/) until the end of the Acquisition:

(a) this Announcement;

(b) the irrevocable undertakings referred to in paragraph 6 (further details of which are set out in Appendix 3 of this Announcement);

(c) the Facility Agreement referred to in paragraph 9; and

(d) the confidentiality agreement and the Co-operation Agreement referred to in paragraph 12.

The contents of ARM’s website and SoftBank’s website are not incorporated into and do not form part of this Announcement.

19. GENERAL

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and the further terms and conditions to be set out in the Scheme Document when issued.

SoftBank shall be entitled to implement the Acquisition by way of a Takeover Offer rather than the Scheme: (i) while the Co-operation Agreement continues, with the consent of the Panel and with the prior written consent of ARM; or (ii) after the termination of the Co-operation Agreement, with the consent of the Panel only.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, SoftBank intends to: (i) make a request to the UK Listing Authority to cancel the listing of the ARM Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel trading in ARM Shares on its market for listed securities; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining ARM Shares in respect of which the Takeover Offer has not been accepted.

Other than under the Co-operation Agreement and the Facility Agreement, there are no agreements or arrangements to which SoftBank is a party which relate to the circumstances in which it may or may not seek to invoke any of the Conditions to the implementation of the Acquisition.

The Acquisition will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The sources of certain financial information and bases of calculation contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 4.

Enquiries    
 
SoftBank Group Corp.   +81 3 6889 2300
Alok Sama   +44 (0) 20 7887 4535
Alex Clavel    
Matthew Nicholson    
 
The Raine Group   +1 212 603 5500
Jeffrey Sine, Jason Schretter    
 
Robey Warshaw LLP   +44 (0) 20 7317 3900
Simon Robey, Simon Warshaw, Philip Apostolides    
 
Mizuho Securities Co., Ltd.   +81 3 5208 3210
Hiroshi Saito, Kentaro Matsui    
 
Finsbury   +44 (0) 20 7251 3801
Rollo Head, Andy Parnis    
 
Sard Verbinnen & Co.   +1 212 687 8080
Paul Kranhold, Jim Barron    
 
ARM Holdings plc   +44 (0) 12 2340 0400
Chris Kennedy, Chief Financial Officer    
Ian Thornton, Head of Investor Relations    
 
Goldman Sachs International (Lead Financial Adviser)   +44 (0) 20 7774 1000
Anthony Gutman, Tammy Kiely, Nicholas van den Arend, Nick Harper    
 
Lazard & Co., Limited (Lead Financial Adviser)   +44 (0) 20 7187 2000
William Rucker, Cyrus Kapadia, Michael Murray    
 
UBS (Financial Adviser and Joint Corporate Broker)   +44 (0) 20 7568 0000
Jonathan Rowley, David Roberts, Sandip Dhillon    
 
Barclays (Joint Corporate Broker)   +44 (0) 20 7623 2323
Phil Shelley    
 
Brunswick   +44 (0) 20 7404 5959
Sarah West, Jonathan Glass, Richard Jacques    

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