DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
| “ Acquisition” | the proposed acquisition of the issued and to be issued share capital of ARM by SoftBank (or, at SoftBank’s election, a wholly-owned subsidiary of SoftBank); | |
| “Announcement” | this announcement made pursuant to Rule 2.7 of the Code; | |
| “ ARM” | ARM Holdings plc; | |
| “ ARM ADRs” | American Depositary Receipts, which evidence ARM ADSs; | |
| “ ARM ADSs” | ARM American Depositary Shares, each of which represents three ARM Shares; | |
| “ARM Depositary” | the depositary from time to time for the ARM ADRs pursuant to a depositary agreement between it, ARM and the holders and beneficial owners of the ARM ADRs (as at the date hereof, The Bank of New York Mellon is the ARM Depositary); | |
| “ ARM Directors” | the directors of ARM; | |
| “ ARM EEPs” | the ARM Employee Equity Plan adopted by ARM in 2006 and updated in 2011, as amended from time to time and the ARM Employee Equity Plan adopted in 2016, as amended from time to time; | |
| “ ARM ESPP” | the ARM Employee Stock Purchase Plan, as amended from time to time; | |
| “ ARM Group” | ARM, its subsidiaries, any holding company of ARM (intermediate or otherwise) and their subsidiary undertakings from time to time, or any of them, as the context requires; | |
| “ARM Meetings” | the Court Meeting and the General Meeting; | |
| “ ARM Q1 2016 Results” | has the meaning given in paragraph
1 of Appendix 2; |
|
| “ ARM Savings Related Share Option Schemes” | the ARM ESPP and the ARM SAYE Plan; | |
| “ ARM SAYE Plan” | the ARM Savings-Related Share Option Scheme 2007, as amended from time to time; | |
| “ ARM Shares” | ARM ordinary shares of 0.05 pence each; | |
| “ARM Share Schemes” | the ARM Savings Related Share Option Schemes, the ARM EEPs, the ARM 2013 Long-Term Incentive Plan, as amended from time to time, and the ARM Deferred Annual Bonus Plan, as amended from time to time; | |
| “ ARM Shareholders” | holders of ARM Shares from time to time; | |
| “Articles” | the articles of association of ARM from time to time; | |
| “ Barclays” | Barclays Bank PLC, acting through its Investment Bank; | |
| “ Board of ARM” | the ARM Directors collectively; | |
| “ Business Day” | any day (excluding any Saturday or Sunday or public or bank holiday) on which banks are open for business in London; | |
| “ Code” | the City Code on Takeovers and Mergers; | |
| “ Companies Act” | the Companies Act 2006; | |
| “ Conditions” | the conditions to the implementation of the Acquisition (including the Scheme) as set out in Appendix 1 to this Announcement and to be set out in the Scheme Document; | |
| “ Co-operation Agreement” | the co-operation agreement entered into between SoftBank and ARM on or around the date of this Announcement; | |
| “ Court” | the High Court of Justice of England and Wales; | |
| “ Court Meeting” | the meeting of Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering, and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof; | |
| “ CREST” | the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; | |
| “ Daily Official List” | the daily official list of the London Stock Exchange; | |
| “ Dealing Disclosure” | an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer; | |
| “ Disclosed” | has the meaning given in paragraph 4.1 of Part A of Appendix 1; | |
| “ Dividend” | has the meaning given in paragraph 2 (Summary of the Acquisition) of this Announcement; | |
| “ Effective” | (i) if the Acquisition is implemented by way of the Scheme, means the Scheme having become effective pursuant to its terms; or | |
| (ii) if the Acquisition is implemented by way of a Takeover Offer, means the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code; | ||
| “ Effective Date” | the date upon which the Acquisition becomes Effective; | |
| “ Enlarged Group ” | the SoftBank Group including the ARM Group; | |
| “ Excluded Shares ” | (i) any ARM Shares or ARM ADSs beneficially owned by SoftBank or any subsidiary undertaking (as defined in the Companies Act) of SoftBank; and (ii) any ARM Shares held in treasury by ARM; | |
| “ Facility Agreement ” | has the meaning given in paragraph 9 ( Financing ) of this Announcement; | |
| “ FCA ” | the Financial Conduct Authority; | |
| “ Forms of Proxy ” | the forms of proxy in connection with each of the Court Meeting and the General Meeting which shall accompany the Scheme Document; | |
| “ General Meeting ” | the general meeting of ARM to be convened in connection with the Acquisition (and any adjournment thereof); | |
| “ Listing Rules ” | the rules and regulations made by the FCA in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority’s publication of the same name; | |
| “ London Stock Exchange ” | the London Stock Exchange plc, together with any successor thereto; | |
| “ NASDAQ ” | the registered national securities exchange operated by The NASDAQ Stock Market LLC; | |
| “ Official List ” | the official list maintained by the UK Listing Authority; | |
| “ Opening Position Disclosure ” | as defined in the Code; | |
| “ Ordinary Course Dividends ” | has the meaning given in paragraph 2 ( Summary of the Acquisition ) of this Announcement; | |
| “ Overseas Shareholders ” | ARM Shareholders who are resident outside the United Kingdom or who are citizens or residents of countries other than the United Kingdom; | |
| “ Panel ” | the Panel on Takeovers and Mergers; | |
| “ Post-Offer Undertakings ” | has the meaning given in paragraph 6 ( Management, Employees and Business of ARM ) of this Announcement; | |
| “ Regulatory Authority ” | any central bank, ministry, governmental, quasigovernmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction; | |
| “ Restricted Jurisdictions ” | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to ARM Shareholders in that jurisdiction; | |
| “ SAYE Plan ” | the ARM Savings-Related Share Option Scheme 2007, as amended from time to time; | |
| “ Scheme ” | the proposed scheme of arrangement under Part 26 of the Companies Act between ARM and the Scheme Shareholders, with or subject to any modification thereof or in addition thereto or condition approved or imposed by the Court and agreed by ARM with the approval of SoftBank; | |
| “ Scheme Court Hearing ” | the hearing of the Court to sanction the Scheme intended to be held as soon as practicable in Q3 2016; | |
| “ Scheme Court Order ” | the order of the court sanctioning the Scheme under section 899 of the Companies Act; | |
| “ Scheme Document ” | the circular to ARM Shareholders containing the terms of the Scheme containing the explanatory statement required by section 897 of the Companies Act and convening the Court Meeting and the General Meeting; | |
| “ Scheme Record Time ” | the date and time specified in the Scheme Document, expected to be 6.00 pm on the Business Day immediately after the Scheme Court Hearing; | |
| “ Scheme Shareholder ” | a holder of Scheme Shares as appearing in the register of ARM at the Scheme Record Time; | |
| “ Scheme Shares ” | the ARM Shares:
(i) in issue at the date of the Scheme Document;
(ii) issued after the date of the Scheme Document but before the Voting Record Time; and
(iii) issued at or after the Voting Record Time and before the Scheme Record Time on terms that the original or any subsequent holders shall be, or shall have agreed in writing by such time to be, bound by the Scheme,
in each case, excluding any Excluded Shares; |
|
| “ SEC ” | the US Securities and Exchange Commission; | |
| “ SoftBank ” | SoftBank Group Corp.; | |
| “ SoftBank Group ” | SoftBank and its subsidiary undertakings excluding the ARM Group; | |
| “ Special Resolution ” | the special resolution to be proposed by ARM at the General Meeting in connection with, among other things, the approval of the Scheme and the alteration of the Articles and such other matters as may be necessary to implement the Scheme and the delisting of the ARM Shares; | |
| “ Takeover Offer ” | if (subject to the consent of the Panel and the terms of this Announcement and the Co-operation Agreement) the Acquisition is effected by way of a takeover offer as defined in Part 28 of the Companies Act 2006, the offer to be made by or on behalf of SoftBank to acquire the issued and to be issued ordinary share capital of ARM on the terms and subject to the conditions to be set out in the related offer document; | |
| “ The Raine Group ” | Raine Securities LLC, a broker-dealer registered under the United States Securities Exchange Act of 1934, as amended, and a member firm of the Financial Industry Regulatory Authority, Inc., together with its affiliate, Raine Advisors Limited (FRN: 655362), an appointed representative of Sapia Partners LLP (FRN: 550103), a firm which is authorised and regulated by the FCA; | |
| “ UK ” or “ United Kingdom ” | the United Kingdom of Great Britain and Northern Ireland; | |
| “ UK Listing Authority ” | the FCA acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000; | |
| “ US ” or “ United States ” | the United States of America its territories and possessions, any state of the United States and the District of Columbia; and | |
| “ Voting Record Time ” | the time and date specified in the Scheme Document by reference to which for entitlement to vote at the Court Meeting will be determined, expected to be 6.00 pm on the day which is two days before the date of the Court Meeting or if the Court Meeting is adjourned, 6.00 pm on the day which is two days before such adjourned meeting. |
