ARM Announces Completion of Acquisition of Artisan Components, Inc.
CAMBRIDGE, U.K. - Dec. 24, 2004 --
ARM Holdings plc announces that the acquisition of Artisan Components, Inc. (``Artisan``) was approved by shareholders of ARM and stockholders of Artisan on December 23, 2004. The acquisition was completed on December 23, 2004, at 5:30 pm (Eastern) in accordance with the certificate of merger filed in the U.S. pursuant to the Agreement and Plan of Merger dated August 22, 2004. As a result of the acquisition, each Artisan stockholder is entitled to receive merger consideration in the form of ARM ordinary shares or ARM American Depositary Shares (ARM ADSs), and/or cash valued at $36.32 per Artisan share. This sum is equal to the $9.60 per share in cash consideration to be received, on average, by Artisan stockholders plus 4.41 multiplied by the average share price of $6.06 of ARM ADSs, as selected by ARM and Artisan in accordance with the terms of the acquisition. Taking into account the assumption by ARM of options outstanding to purchase Artisan shares, this represents an aggregate consideration value of approximately $1 billion.
Based on the number of Artisan shares outstanding as of the completion of the acquisition, ARM expects to issue up to a total of 324,399,917 new ARM ordinary shares and to pay approximately $235,392,230 in cash as consideration in accordance with the terms of the acquisition.
Admission of the new ARM ordinary shares to listing on the Official List and to trading on the London Stock Exchange is expected to become effective at 8.00 am U.K. time today.
ARM expects to announce the results of the elections received from Artisan stockholders and of the proration on or about December 31, 2004. The delivery of new ARM ordinary shares or ARM ADSs and/or cash to Artisan stockholders, subject to the elections received from Artisan stockholders and the proration, is expected to take place on or about December 31, 2004.
As previously announced, Lucio L. Lanza, Chairman of Artisan, and Mark R. Templeton, President and Chief Executive Officer of Artisan, join the Board of Directors of ARM Holdings plc as a non-executive director and an executive director, respectively
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