SoftBank to Acquire ARM Holdings plc (ARMH)

September 6, 2016 6:46 AM EDT

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ARM Holdings plc (Nasdaq: ARMH) disclosed the following on Tuesday:

Scheme of Arrangement becomes effective


On 18 July 2016, the boards of directors of ARM Holdings plc (“ARM”) and SoftBank Group Corp. (“SoftBank”) announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of ARM by SoftBank (the “Acquisition”) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).

On 1 September 2016, ARM announced that the Court had sanctioned the Scheme at the Court Hearing held on 1 September 2016.

ARM and SoftBank are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of ARM is now owned by the SoftBank Group (or such of its nominee(s) as agreed between SoftBank and ARM).

As the Scheme has now become effective, ARM duly announces that the Chairman, Stuart Chambers, has tendered his resignation and will step down from the board of directors of ARM effective as of today’s date. The following directors of ARM have also tendered their resignations and will step down from the ARM Board as of today’s date: Andy Green (Senior Independent Non-Executive Director); Lawton Fitt (Independent Non-Executive Director); Larry Hirst (Independent Non-Executive Director); John Liu (Independent Non-Executive Director); Stephen Pusey (Independent Non-Executive Director); and Janice Roberts (Independent Non-Executive Director).

A Scheme Shareholder on the register of members of ARM at the Scheme Record Time, being 6.00 p.m. on 2 September 2016, will be entitled to receive 1,700 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the scheme document published on 3 August 2016 in relation to the Acquisition (the “Scheme Document”). In addition, ARM Shareholders who are on the register of members of ARM as at the close of business on 2 September 2016 will be entitled to receive and retain an interim dividend of 3.78 pence per ARM Share, which will be paid on or before 14 September 2016, without any reduction of the offer consideration payable under the Acquisition.

Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the de-listing of ARM Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of ARM Shares on the London Stock Exchange’s main market for listed securities which is expected to take place at 8.00 a.m. on 6 September 2016. Further applications have been made or will be made to de-list the ARM ADSs from NASDAQ (which is expected to take effect on 12 September 2016) and to terminate ARM’s registration with the SEC.

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 has been published and will be available on the website of ARM at www.arm.com and on the website of SoftBank at www.softbank.jp/corp/d/sbg_press_en/ by no later than 12.00 p.m. on the Business Day following this Announcement. All references to times in this Announcement are to London times unless otherwise stated.



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