Completion of Acquisition of ARM by SoftBank
September 5, 2016
SoftBank Group Corp.
Further to the Tokyo Stock Exchange announcements listed below, SoftBank Group Corp. (“SBG”) is pleased to announce that the Scheme of Arrangement in respect of the recommended acquisition (the “Acquisition”) of ARM Holdings plc (“ARM”) by SBG came into effect on September 5, 2016 (GMT), and that the entire issued and to be issued share capital of ARM is now owned by SBG and its wholly-owned subsidiaries. Pursuant to the terms of the Acquisition, SBG purchased all of ARM's issued and to be issued shares (excluding any ARM shares already owned by SBG or an SBG subsidiary) for cash, for a total acquisition price amounting to approximately GBP 24.0 billion (approximately USD 31.0 billion or JPY 3.3 trillion).
|Announcement Date (JST)||Title|
|July 18, 2016||“Recommended Acquisition of ARM by SoftBank”|
|August 3, 2016||“Publication of Scheme Document for Recommended Acquisition of ARM by SoftBank”|
|August 31, 2016||“Approval of Resolution on Recommended Acquisition of ARM at ARM's Court Meeting and General Meeting of Shareholders”|
|September 2, 2016||“Approval of Recommended Acquisition of ARM at Court Hearing”|
Subsequent to the completion of the Acquisition, ARM will be delisted from the London Stock Exchange as of September 6, 2016 (GMT) and will cease to be a listed company. The financial results of ARM will be consolidated and reflected in SBG's consolidated financial statements after the acquisition date of September 5, 2016. SBG will announce the impact of the consolidation once it is verified.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document.
- 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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