Acquisition of Ampere Computing Holdings LLC
SoftBank Group Corp.
SoftBank Group Corp. (“SBG”) today announced that on March 19, 2025 (U.S. time), it entered into an agreement with Ampere Computing Holdings LLC (“Ampere”), a U.S.-based semiconductor design company focused on high-performance, energy efficient, sustainable AI compute based on the ARM compute platform, and certain of its equity holders (the “Sellers”), to acquire all of the equity interests of Ampere for USD 6.5 billion (approximately JPY 973.0 billion*1) through Silver Bands 6 (US) Corp. (“SB6”), one of SBG’s subsidiaries (the “Transaction”).
The Transaction has been approved by SBG’s Board of Directors but remains subject to customary regulatory approvals including United States antitrust clearance and approval by the Committee on Foreign Investment in the United States (CFIUS), as well as the satisfaction or waiver of other closing conditions, such as the compliance in all material respects with covenants, failure of a material adverse effect on Ampere to occur and certain employment related matters.
SBG expects the closing of the Transaction to occur in the latter half of 2025. As a result of the Transaction, Ampere will become an indirect, wholly owned subsidiary of SBG.
*1 Converted at USD = JPY 149.69
1. Rationale for the Transaction
Ampere is a semiconductor company that designs high-performance, energy-efficient processors specialized for next-generation cloud computing and AI workloads. With approximately 1,000 highly skilled semiconductor engineers and its notable technological capabilities, Ampere is expected to play a key role in future growth markets.
The Transaction is aligned with SBG’s broader strategic vision and commitment to driving innovation in AI and compute. Ampere is expected to collaborate with the broader SBG ecosystem, including group companies, investees, and business partners. Through this strategic alignment following the Transaction, Ampere’s expertise in developing and taping out ARM-based chips can be integrated, complementing design strengths of Arm Holdings plc (“Arm”). Ultimately, SBG expects this to contribute to the long-term growth of its NAV (Net Asset Value: calculated as equity value of holdings – adjusted net interest-bearing debt).
2. Transaction Method
The Transaction will be implemented by way of (i) the acquisition by SB6 of all of the equity interests of certain entities that own (or will own) units in Ampere (“Equityholding Entities”) from certain Sellers, and (ii) an immediately following “reverse triangular merger”, in which Summit Bright LLC, a wholly owned subsidiary of SB6 that was established for the purpose of the Transaction, will be merged with and into Ampere. The surviving company after the merger will be Ampere and its equityholders at the time of the effective date of the merger (other than the Equityholding Entities) will receive cash consideration as described below, while Ampere, the surviving company, will become an indirect, wholly owned subsidiary of SBG.
3. Timeline
| SBG Board resolution*2 | March 17, 2025 (Japan time) |
|---|---|
| Execution of the purchase agreements with the Sellers | March 19, 2025 (U.S. time) |
| Closing | Latter half of 2025 (planned) |
*2 The final decision with respect to the final terms of the Transaction and the agreements thereof was delegated to Mr. Masayoshi Son, Chairman & CEO of SBG, to the extent not inconsistent with the contents of the SBG Board resolution.
4. Financing
The consideration payable in the Transaction is expected to be financed through borrowings from Mizuho Bank, Ltd., among other financial institutions.
5. Advisors
The Raine Group is acting as the financial adviser to SBG. Morrison & Foerster LLP is retained as the legal adviser to SBG.
6. Fairness Opinion
SBG obtained an opinion from Raine Securities LLC stating that, based on certain assumptions therein, the purchase price to be paid by SB6 in connection with the Transaction is fair to SBG from a financial point of view (so called “fairness opinion”).
7. About Ampere
| (1) Name | Ampere Computing Holdings LLC | ||
|---|---|---|---|
| (2) Address | Santa Clara, California, U.S.A | ||
| (3) Name and title of representative | Renée J. James Founder/Chairman & CEO | ||
| (4) Nature of business | Semiconductor design, focused on high-performance, energy efficient, sustainable AI compute based on the ARM compute platform | ||
| (5) Founded | September 27, 2017 | ||
| (6) Equity holders and their voting rights *3 |
Carlyle Partners VI Denver Holdings, L.P. 59.65% Oracle Project Denver Holdings LLC 32.27% Arm Technology Investment Limited 8.08% | ||
| (7) Relations between SBG and Ampere | Capital relationship | SBG is the majority shareholder of Arm. An affiliate of Arm, Arm Technology Investment Limited, owns an 8.08% stake in Ampere. | |
| Personnel relationship | None | ||
| Business relationship | Ampere is a licensee of SBG’s subsidiary Arm. | ||
|
(8) Ampere’s consolidated operating results and financial position in the past three years (U.S. GAAP) Unit: thousand USD | |||
| Financial year ended Dec. 2022 | Financial year ended Dec. 2023 | Financial year ended Dec. 2024 | |
| Revenue | 151,822 | 46,704 | 16,460 |
| Operating Profit (Loss) | (518,290) | (714,689) | (510,623) |
| Net Profit (Loss) | (513,815) | (830,848) | (580,767) |
| Net assets | (264,915) | (1,072,840) | (1,513,315) |
| Total assets | 517,800 | 550,395 | 336,854 |
*3 Based on the number of Ampere’s voting equity interests as of the date hereof.
8. Equity Interests to be Acquired, Acquisition Price and Ownership Status Before and After the Transaction
| (1) Equity interests held before the Transaction*4 | 8.08% (Indirect holding: 8.08%) |
|---|---|
| (2) Equity interests to be acquired | 100% |
| (3) Acquisition price | Total investment: USD 6.5 billion (approx. JPY 973.0 billion) Acquisition-related cost: TBD |
| (4) Equity interests held after the Transaction | 100% (Indirect holding: 100%) |
SBG will announce the estimated acquisition-related cost once they are determined.
*4 Based on the number of Ampere’s voting equity interests as of the date hereof.
9. Outline of the Parties from whom SBG will Acquire the Equity Interests
| (1) Name | Carlyle Partners VI Denver Holdings, L.P. | |
|---|---|---|
| (2) Address | Menlo Park, California, U.S.A | |
| (3) Governing law for establishment, etc. | A limited partnership (LPS) established and registered in accordance with the laws of Delaware, U.S.A. | |
| (4) Purpose of establishment | It was established primarily for the purpose of acquiring and holding equity in Ampere. | |
| (5) Date of establishment | September 12, 2017 | |
| (6) Total amount of investment | Not disclosed at the request of the Seller | |
| (7) Summary of investors |
CP VI Denver, L.P. CP VI Denver Holdings Corp. II CP VI Denver Holdings Corp. CP VI Denver Holdings, L.P. CP VI Denver Holdings II, L.P. | |
| (8) Overview of agent in Japan | N/A | |
| (9) Relationship between SBG and the Seller | Relationship between SBG and the Seller | None |
| Relationship between SBG and the operating partner | None | |
| Relationship between SBG and the agent in Japan | None | |
| (1) Name | Oracle Project Denver Holdings LLC |
|---|---|
| (2) Address | Austin, Texas, U.S.A |
| (3) Nature of business | Investment business |
| (1) Name | Arm Technology Investment Limited |
|---|---|
| (2) Address | Cambridge, United Kingdom |
| (3) Nature of business | Investment business |
10. Future Outlook
SBG will announce the impact of the Transaction on its financial results and the specific schedule of the Transaction once they are determined.
(Reference) SBG’s consolidated financial results forecast and actual results of the previous period
| Net sales | Income before income tax | Net income attributable to owners of the parent | |
|---|---|---|---|
| Forecast for the fiscal year ending March 2025 | Millions of yen － | Millions of yen － | Millions of yen － |
| Actual for the fiscal year ended March 2024 | Millions of yen 6,756,500 | Millions of yen 57,801 | Millions of yen (227,646) |
Currently it is difficult to provide forecasts on the results in figures due to a large number of uncertain factors affecting earnings. SBG will announce its forecasts on consolidated results of operations when it becomes possible to make a rational projection.
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