2 Sep 2016 12:03
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
02 September 2016
RECOMMENDED ACQUISITION
of
ARM Holdings plc by
SoftBank Group Corp. ("SoftBank")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006 (the "Scheme")
Update on SoftBank's position in ARM Holdings plc ("ARM")
Further to the announcement made on the 15 August 2016, SoftBank confirms that SoftBank Group Capital Europe Limited, a wholly owned subsidiary of SoftBank, has received from its nominee all 20,381,355 ARM Shares held on its behalf, and now directly holds such ARM Shares.
SoftBank's interests in ARM Shares remains unchanged, being interests in 20,381,355 ARM Shares, representing a 1.447% interest in ARM's issued share capital (excluding treasury shares), as at the date of this announcement (the "Announcement").
In accordance with Rule 26 of the City Code on Takeovers and Mergers (the "Code"), a copy of this Announcement will be made available on SoftBank's website at www.softbank.jp/corp/d/sbg_press_en/ by no later than 12 noon (London time) on the Business Day following this Announcement.
Capitalised terms in this Announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.
Enquiries:
SoftBank Group Corp. +81 3 6889 2300
Alok Sama +44 (0) 20 7887 4535
Alex Clavel
Matthew Nicholson
The Raine Group (Financial Adviser to SoftBank) +1 212 603 5500
Jeffrey Sine, Jason Schretter
Robey Warshaw LLP (Financial Adviser to SoftBank) +44 (0) 20 7317 3900
Simon Robey, Simon Warshaw, Philip Apostolides
Mizuho Securities Co., Ltd. (Financial Adviser to SoftBank) +81 3 5208 3210
Hiroshi Saito, Kentaro Matsui
Finsbury (PR Adviser to SoftBank) +44 (0) 20 7251 3801
Rollo Head, Andy Parnis
Sard Verbinnen & Co. (PR Adviser to SoftBank) +1 212 687 8080
Paul Kranhold, Jim Barron
Further Information
This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, 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, nor shall there be any sale, issuance or transfer of securities of ARM in any jurisdiction in contravention of applicable law.
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 matters referred to in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement 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.
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.
Publication on website and hard copies
In accordance with Rule 26.1 of the Code, 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 www.softbank.jp/corp/d/sbg_press_en/ by no later than 12 noon on the Business Day following this Announcement. For the avoidance of doubt, the contents of that website are not incorporated by reference into, and do not form part of, this Announcement.