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Monday 15 August, 2016

SoftBank Group Corp.

Update on SoftBank's position in ARM Holdings plc

RNS Number : 1784H
SoftBank Group Corp.
15 August 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

15 August 2016

RECOMMENDED ACQUISITION

of

ARM Holdings plc ("ARM") by

SoftBank Group Corp. ("SoftBank")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006 (the "Scheme")

 

Update on SoftBank's position in ARM Holdings plc ("ARM")

 

On 1 August 2016 in its opening position disclosure, and in the circular published in relation to the Scheme dated 3 August 2016 (the "Scheme Document"), SoftBank disclosed that, as at 29 July 2016, it held interests in 10,301,352 ARM Shares and 3,360,001 ARM ADSs, representing in aggregate a 1.448% interest in ARM's issued share capital (excluding treasury shares). Each ARM ADS represents 3 ARM Shares.

On 12 August 2016, SoftBank Group Capital Europe Limited, a wholly owned subsidiary of SoftBank, requested that its nominee surrender to the Depositary all 3,360,001 ARM ADSs held on its behalf, and that the underlying ARM Shares represented by such ARM ADSs be delivered to its nominee.   

As a result, following delivery of the underlying ARM Shares, SoftBank will hold interests in 20,381,355 ARM Shares, representing a 1.448% interest in ARM's issued share capital (excluding treasury shares), as at the date of this announcement (the "Announcement").

In accordance with Rule 26 of the City Code on Takeovers and Mergers (the "Code"), a copy of this Announcement has been published and made available today on SoftBank's website at www.softbank.jp/corp/d/sbg_press_en/. 

Capitalised 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.

 

Enquiries:

SoftBank Group Corp.                                                                                 +81 3 6889 2300

Alok Sama                                                                                             +44 (0) 20 7887 4535

Alex Clavel

Matthew Nicholson                               

 

 

 

The Raine Group (Financial Adviser to SoftBank)                                            +1 212 603 5500

Jeffrey Sine, Jason Schretter

 

Robey Warshaw LLP (Financial Adviser to SoftBank)                               +44 (0) 20 7317 3900

Simon Robey, Simon Warshaw, Philip Apostolides

 

Mizuho Securities Co., Ltd. (Financial Adviser to SoftBank)                            +81 3 5208 3210

Hiroshi Saito, Kentaro Matsui                                                                                                

 

Finsbury (PR Adviser to SoftBank)                                                           +44 (0) 20 7251 3801

Rollo Head, Andy Parnis                                   

 

Sard Verbinnen & Co. (PR Adviser to SoftBank)                                             +1 212 687 8080

Paul Kranhold, Jim Barron

           

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of ARM in any jurisdiction in contravention of applicable law.  The Acquisition will be implemented solely by means of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme (or, if applicable, the Takeover Offer) or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document).  Each ARM Shareholder and ARM ADS Holder is urged to consult his independent professional adviser immediately regarding the consequences of the Acquisition applicable to him.

The Raine Group is acting as financial adviser exclusively for SoftBank and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the   Acquisition and will not be responsible to anyone other than SoftBank for providing the protections afforded to clients of The Raine Group, nor for providing advice in relation to the Acquisition or in relation to the contents of this Announcement or any other matter referred to herein.

Robey Warshaw LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for SoftBank and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than SoftBank for providing the protections afforded to clients of Robey Warshaw LLP, nor for providing advice in relation to the Acquisition or in relation to the contents of this Announcement or any other matter referred to herein.

Mizuho Securities Co., Ltd. is acting as financial adviser exclusively for SoftBank and no one else in connection with the matters referred to in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than SoftBank for providing the protections afforded to clients of Mizuho Securities Co., Ltd., nor for providing advice in relation to the Acquisition or in relation to the contents of this Announcement or any other matter referred to herein.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK 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 Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this Announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.  Doing so may render invalid any related purported vote in respect of the Acquisition.  If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Publication on website and hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be published and made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SoftBank's website at www.softbank.jp/corp/d/sbg_press_en/ by no later than 12 noon on the Business Day following this Announcement.  For the avoidance of doubt, the contents of that website are not incorporated by reference into, and do not form part of, this Announcement.


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