Details of the Term of Disposal Following the Listing of Arm on the Nasdaq Global Select Market
On September 13, 2023 (U.K. time), Arm Holdings plc (“Arm”), a subsidiary of SoftBank Group Corp. (“SBG”), announced the pricing of its initial public offering (the “IPO”) of 95,500,000 American depositary shares (“ADSs”), each representing one of its ordinary shares, all of which are being sold by Kronos II LLC (the “Selling Sharholder”), an indirect wholly-owned subsidiary of SBG, at a price to the public of $51.00 per ADS. The ADSs are expected to begin trading on the Nasdaq Global Select Market on September 14, 2023 under the symbol “ARM.” The IPO is expected to close on September 18, 2023, subject to customary closing conditions. A summary of the disposal of ADSs by the Selling Shareholder in the IPO is as follows.
1. Summary of the disposal
| Number of ADSs to be disposed | 95,500,000 ADSs*1 (Representing 95,500,000 ordinary shares) |
|---|---|
| Offering price | $51.00 per ADS |
The Selling Shareholder has granted the underwriters an option to purchase up to an additional 7,000,000 ADSs to cover over-allotments, if any, for 30 days after the date of the final prospectus (the "over-allotment option”).
2. The number of ADSs to be disposed by SBG*1, the total value of ADSs to be disposed, and the change in ownership ratio
| Total number of shares and ownership ratio*2 before the IPO (disposal) | 1,025,233,999 shares (Ownership ratio: 100%*3) |
|---|---|
| Number of ADSs to be disposed | 95,500,000 ADSs*4 (Representing 95,500,000 ordinary shares) |
| Total value of ADSs to be disposed | $4,871 million*4 ($51.00 per ADS) |
| Total number of shares and ownership ratio after the IPO (disposal) | 929,733,999 shares*4 (Ownership ratio: 90.6%*4) |
Represents shares held by the Selling Shareholder
Ownership ratio is the ratio of the number of shares held to the total number of shares outstanding (excluding treasury stock).
Excludes one ordinary share beneficially owned by SoftBank Vision Fund 1
If the over-allotment option is exercised in full, a total of 102,500,000 ADSs, with a total value of $5,228 million, will be disposed, and the total number of shares and ownership ratio after the IPO (disposal) will be 922,733,999 shares and 89.9%, respectively. Ownership ratios following the IPO reflect the effect of shares of Arm which are expected to be issued in connection with the vesting of certain restricted share units upon the completion of the IPO.
3. Impact on SBG's consolidated financial results
Since Arm will continue to be a subsidiary of SBG, the gain on the disposal will not be recorded in the consolidated statement of profit or loss. The amount equivalent to the gain on the disposal will be recorded as capital surplus in the consolidated statement of financial position.
A registration statement on Form F-1 relating to the IPO has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on September 13, 2023. The IPO is being made only by means of a prospectus. Copies of the prospectus relating to the IPO may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 866-471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmorganchase.com or Mizuho Securities USA LLC, Attention: U.S. ECM Desk, 1271 Avenue of the Americas, New York, NY 10020, by telephone at (212) 205-7602 or by email at US-ECM@mizuhogroup.com. There will be no solicitation or offering in Japan in the IPO.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.
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