Approval of Resolution on Recommended
Acquisition of ARM at ARM’s Court Meeting and
General Meeting of Shareholders
August 31, 2016
SoftBank Group Corp.
Further to the announcements titled “Recommended Acquisition of ARM by SoftBank”, dated July 18, 2016, and “Publication of Scheme Document for Recommended Acquisition of ARM by SoftBank”, dated August 3, 2016, SoftBank Group Corp. (“SBG”) is pleased to announce that, at the Court Meeting and the General Meeting of ARM Holdings plc (“ARM”) convened on August 30, 2016 (GMT), the Scheme Shareholders voted to approve the Scheme at the Court Meeting, and ARM Shareholders voted to pass the Special Resolution to implement the Scheme, including the amendment of the articles of association of ARM, at the General Meeting.
The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is expected to be held on September 1, 2016 (GMT). Subject to the Scheme receiving the sanction of the Court on that date, the Scheme is expected to become effective on September 5, 2016 (GMT).
The indicative timetable of principal events for the implementation of the Scheme is as follows:
|Event||Expected date (GMT)|
|Court Hearing||September 1, 2016|
|Effective Date of the Scheme||September 5, 2016|
|Cancellation of listing of ARM Shares||September 6, 2016|
|Cancellation of listing of ARM American Depositary Shares (ADSs)||September 12, 2016|
Capitalised terms in this announcement (“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.
- Overseas Jurisdictions
The release, publication or distribution of this document in or into jurisdictions other than the UK or Japan may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or Japan 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.
- Forward-looking Statements
This document (including information incorporated by reference in this document), oral statements made regarding the Acquisition, and other information published by SBG 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 SBG or ARM 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 document relate to SBG's or ARM'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 SBG 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 document 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 document. SBG 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.
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