Execution of Arrangement Fee Letter regarding Facility Agreement for Funding of ARM Acquisition
As noted in the announcement dated July 18, 2016, “ Recommended Acquisition of ARM by SoftBank, ” SoftBank Group Corp. (“SBG”) and ARM Holdings plc (“ARM”) have reached an agreement as of July 18, 2016 on the terms for the purchase, for cash, of all of ARM's issued and to be issued shares through the “scheme of arrangement” method (the “Acquisition”). Further, as noted in the announcement dated July 18, 2016, “ Execution of Bridge Loan Agreement for ARM Acquisition, ” on July 15, 2016, SBG, as borrower, entered into a facility agreement (the “Facility Agreement”) in connection with the financing of the cash consideration payable to ARM Shareholders pursuant to the Acquisition, details of such agreement being disclosed in the circular (English only) published in relation to the Scheme (the “Scheme Document”), the publication of which was noted in the announcement dated August 3, 2016, “ Publication of Scheme Document for Recommended Acquisition of ARM by SoftBank. ”
SBG now announces that on August 24, 2016, it entered into a fee payment letter (the “Arrangement Fee Letter”) concerning the Facility Agreement, pursuant to which it undertook to pay an arrangement fee to Mizuho Bank, Ltd. in connection with the Facility Agreement.
Capitalized 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.
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.
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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