13. STRUCTURE OF THE ACQUISITION
It is intended that the Acquisition will be implemented by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme is an arrangement between ARM and the Scheme Shareholders (who effectively comprise all the ARM Shareholders except SoftBank and affiliates of SoftBank). The procedure involves, among other things, an application by ARM to the Court to sanction the Scheme, in consideration for which Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The purpose of the Scheme is to provide for SoftBank to become the owner of the entire issued and to be issued share capital of ARM not already directly or indirectly owned by it.
The Acquisition is subject to a number of Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 17 November 2016 or such later date as SoftBank and ARM agree:
- a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;
- the Special Resolution necessary to implement the Scheme is passed at the General Meeting of ARM (which will require the approval of ARM Shareholders representing at least 75 per cent. of the votes cast at the General Meeting), which is expected to be held immediately after the Court Meeting;
- following the ARM Meetings, the Scheme is sanctioned by the Court (without modification or with modification on terms agreed by SoftBank and ARM); and
- an office copy of the Scheme Court Order is delivered to the Registrar of Companies of England and Wales.
The Acquisition is not subject to any anti-trust or regulatory conditions to Closing.
Upon the Scheme becoming Effective: (i) it will be binding on all ARM Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of ARM Shares will cease to be of value and should be destroyed and entitlements to ARM Shares held within the CREST system will be cancelled.
Any ARM Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any ARM shares issued after the Scheme Record Time (other than to SoftBank and/or its nominees) to be automatically transferred to SoftBank on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than SoftBank and its nominees) holding shares in the capital of ARM after the Effective Date.
If the Scheme does not become Effective on or before 17 November 2016 (or such later date as SoftBank and ARM may, with the consent of the Panel, agree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by ARM Shareholders. It is expected that the Scheme Document together with Forms of Proxy will be posted to ARM Shareholders and, for information only, to persons with information rights and to holders of options granted under the ARM Share Schemes, as soon as practicable. Subject, among other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective as soon as practicable in Q3 2016. An expected timetable of events will be included in the Scheme Document.
It is intended that dealings in ARM Shares will be suspended at 5.00 pm on the Business Day prior to the Effective Date. It is further intended that a request will be made to the London Stock Exchange to cancel trading in ARM Shares on its main market for officially listed securities and to the UK Listing Authority to remove ARM Shares from the premium segment of the Official List with effect as of or shortly following the Effective Date.
It is intended that, following the Effective Date, ARM’s ADR programme be terminated and that applications be made to delist the ARM ADSs from NASDAQ and terminate ARM’s registration with the SEC.
It is also intended that, following the Scheme becoming Effective, ARM will be re-registered as a private company under the provisions of the Companies Act.
15. DISCLOSURE OF INTERESTS IN ARM
Save as disclosed in this Announcement, as at the close of business on 15 July 2016, being the latest practicable date prior to this Announcement, neither SoftBank nor the directors of SoftBank nor, so far as SoftBank is aware, any person acting in concert with SoftBank, had any interest in, right to subscribe for, or had borrowed or lent any ARM Shares or securities convertible or exchangeable into ARM Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery, or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to ARM Shares or in relation to any securities convertible or exchangeable into ARM Shares.
As at the close of business on 15 July 2016, being the latest practicable date prior to this Announcement:
- SoftBank held 10,301,352 ARM Shares and 3,360,001 ARM ADSs; and
- Raine Liquid Master Fund LP, which is indirectly controlled by The Raine Group LLC (which also controls The Raine Group), held a short position in 100,000 ARM ADSs.
In the interests of secrecy prior to releasing this Announcement, it has not been practicable for SoftBank to have made any enquiries of certain parties who may be deemed by the Panel to be acting in concert with SoftBank. Enquiries of such parties will be made as soon as practicable following the date of this Announcement and SoftBank confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.
16. OVERSEAS SHAREHOLDERS
The availability of the Acquisition and the distribution of this Announcement to ARM Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. ARM Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. ARM Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.
17. ARM ADRS
ARM ADS holders who do not withdraw the underlying shares will not be entitled to attend the ARM Meetings in respect of such shares absent separate arrangements with the ARM Depositary (no assurance is given as to the availability of any such arrangements), but may vote in the ARM Meetings by returning a voting instruction card (which will be sent out in due course) or by instructing their financial intermediary to do so. Holders of ARM ADSs should take particular notice of the deadline for providing voting instructions, which may be earlier than that applicable to ARM Shareholders. ARM ADS holders should consult the Scheme Document for further information in respect of giving voting instructions in respect of their ARM ADSs.