Last checked at 21 Aug 2009 16:34
ARC International plc 21 August 2009
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended cash offer of 16.25p per ordinary share
by
Abigail (UK) Limited
(a wholly-owned subsidiary of Virage Logic Corporation)
for
ARC International Plc
Posting of offer document
Further to the announcement made on 18 August 2009 (the "Announcement") regarding the recommended cash offer (the "Offer") to be made by Abigail (UK) Limited ("Abigail (UK)")(a wholly owned subsidiary of Virage Logic Corporation ("Virage Logic")) to acquire the entire issued and to be issued share capital of ARC International Plc ("ARC"), Abigail (UK) announces that the offer document containing full terms of, and conditions to, the Offer, (the "Offer Document") will be posted later today to ARC Shareholders, together with the related Form of Acceptance (in respect of certificated ARC Shares).
The first closing of the Offer is at 1.00pm (London time) on 11 September 2009.
If you hold your ARC Shares in certificated form (that is, not in CREST), to accept the Offer you should complete, sign and return the Form of Acceptance (together with your share certificate(s) and any other documents of title) as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. (London time) on 11 September 2009 by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from Capita Registrars by telephoning 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK.
If you hold your ARC Shares in uncertificated form (that is, in CREST), to accept the Offer you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 11 September 2009. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action as only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear UK in relation to your ARC Shares.
Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Macfarlanes at 20 Cursitor Street, London, EC4A 1LT, while the Offer remains open for acceptance.
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the Offer Document and the Form of Acceptance will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the following websites by no later than 12 noon on 24 August 2009:
www.viragelogic.com www.arc.com
Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.
Enquiries:
| Virage Logic Corporation | Tel: +1 510 360-8000 |
| Brian Sereda | |
| Cowen and Company, LLC (Joint financial adviser to Abigail (UK) and Virage) | Tel: +1 646 562 1000 |
| Peter Petitt | |
| Edward Rubin | |
| Arbuthnot Securities Limited (Joint financial adviser to Abigail (UK) and Virage) | Tel: +44 (0) 20 7012 2000 |
| Nick Tulloch | |
| James Steel | |
| ARC International plc | |
| Richard Barfield | Tel: +44 (0)7802 611428 |
| Geoff Bristow | Tel: +1 408 219 2470 |
| Jefferies International Limited (Joint financial adviser and corporate broker to ARC) | Tel: +44 (0)20 7029 8000 |
| Mark Fisher (Investment Banking) Sarah McNicholas (Investment Banking) | |
| Chris Snoxall (Corporate Broking) | |
| Woodside Capital Partners (Joint financial adviser to ARC) | Tel: +1 650 452 6216 |
| Rudy Burger | |
| Greg Mischou | |
| Financial Dynamics (PR adviser to ARC) | Tel: +44 (0)20 7831 3113 |
| Juliet Clarke | |
| Matt Dixon | |
| Erwan Gouraud |
Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Abigail (UK) and Virage Logic and for no one else in connection with the Offer and will not be responsible to anyone other than Abigail (UK) and Virage Logic for providing the protections afforded to customers of Arbuthnot Securities nor for providing advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to in this announcement.
Cowen and Company, LLC is acting exclusively for Abigail (UK) and Virage Logic and no one else in connection with the Offer and will not be responsible to anyone other than for Abigail (UK) and Virage Logic for providing the protections afforded to clients of Cowen and Company, LLC nor for providing advice in relation to the Offer.
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ARC and for no one else in connection with the Offer and will not be responsible to anyone other than ARC for providing the protections afforded to customers of Jefferies International Limited nor for providing advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to in this announcement.
Woodside Capital Partners is acting exclusively for ARC and no one else in connection with the Offer and will not be responsible to anyone other than ARC for providing the protections afforded to clients of Woodside Capital Partners nor for providing advice in relation to the Offer.
This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made solely through the Offer Document and, in the case of certificated ARC Shares, the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated ARC Shares, the Form of Acceptance.
The Offer is being made solely by Abigail (UK) and neither Cowen and Co, LLC nor Arbuthnot Securities Limited nor any of their respective affiliates are making the Offer.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Unless otherwise determined by Abigail (UK), the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction (as defined herein) and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Abigail (UK), copies of this announcement and any documentation relating to the Offer (including, without limitation, the Offer Document and Form of Acceptance) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or the Form of Acceptance (if applicable) and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved this Offer or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Offer (including, without limitation, the Offer Document and Form of Acceptance). Any representation to the contrary is an offence.
It is the responsibility of each Overseas Shareholder to inform himself, herself or itself about and observe any applicable legal requirements. No Restricted Overseas Shareholder receiving a copy of this announcement, the Offer Document and/or a Form of Acceptance in any jurisdiction other than the UK or the United States may treat the same as constituting an invitation or offer to him and in such circumstances, this announcement, the Offer Document and/or Form of Acceptance are sent for information only. It is the responsibility of any Overseas Shareholder receiving a copy of the Offer Document and/or Form of Acceptance and wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, and compliance with other necessary formalities needing to be observed and payment of any issue, transfer or other taxes or duties due in such jurisdiction. Any such Overseas Shareholder will be responsible for any such issue, transfer or other taxes or duties by whomsoever payable and Abigail (UK) and Virage Logic (and any person acting on behalf of Abigail (UK) or Virage Logic) shall be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes or duties or other requisite payments as Abigail (UK) or Virage Logic (and any person acting on behalf of Abigail (UK) or Virage Logic ) may be required to pay.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of ARC, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "Offer Period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ARC, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of ARC by Abigail (UK), Virage Logic or ARC, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.