SoftBank Group Corp. (SBG) and ARM Holdings plc of the United Kingdom announced that they have reached agreement on the terms of a recommended, all cash acquisition of the entire issued and to be issued share capital of ARM by SBG, under which SBG will acquire 1,412 million shares of ARM with a total acquisition price amounting to approximately GBP 24.0 billion (approximately USD 31.0 billion or JPY 3.3 trillion) by means of a court-sanctioned scheme of arrangement (the “Acquisition”).
The acquisition, which has been approved at a meeting of SBG’s Board of Directors, is subject to the approval of ARM’s shareholders and of the English court. ARM’s Board of Directors has unanimously confirmed that it intends to recommend the acquisition to ARM’s shareholders. The companies expect the closing of the acquisition to occur as soon as practicable in the third calendar quarter 2016 (the period ending September 30, 2016). As a result of the Acquisition, ARM will become a wholly-owned subsidiary of SBG.
SBG believes ARM is one of the world’s leading technology companies, with strong capabilities in global semiconductor intellectual property and the Internet of Things, and a proven track record of innovation. The board and management of SBG have evaluated ARM in detail and after careful consideration unanimously support this transaction. The board and management of SBG believe that the acquisition of ARM by SBG will deliver the following benefits:
• Support and accelerate ARM’s position as the global leader in intellectual property licensing and R&D outsourcing for semiconductor companies SBG’s deep industry expertise and global network of relationships will accelerate adoption of ARM’s intellectual property across existing and new markets.
• Maintain ARM’s dedication to innovation SBG intends to sustain ARM’s long-term focus on generating more value per device, and driving licensing wins and future royalty streams in new growth categories, specifically “Enterprise and Embedded Intelligence.”
• Increased investment to drive the next wave of innovation SBG intends to support ARM’s multiple growth initiatives by investing in engineering talent and complementary acquisitions with the aim of ensuring ARM maintains a R&D edge over existing and emerging competitors. SBG believes such an investment strategy in long-term growth will be easier to execute as a non-listed company.
• Shared culture and long-term vision SBG believes the two companies share the same technology-oriented culture, long-term vision, focus on innovation and commitment to attracting, developing and retaining top talent. These common values will be the foundation for the strong strategic partnership necessary to capture the significant opportunities ahead.
• Maintain and grow the UK’s leadership in science and technology SBG is investing in the UK as a world leader in science and technology development and innovation and, as evidence of this, intends to invest in multiple ARM growth initiatives, at least doubling the number of ARM employees in the UK over the next five years.
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