| 1. | Unless otherwise stated, the financial information on ARM is extracted from ARM’s Annual Report and Accounts for the years ended 31 December 2013, 31 December 2014 and 31 December 2015 and from the unaudited quarterly financial statements of ARM for the three months ended 31 March 2016 (the “ARM Q1 2016 Results”). | |
| 2. | Unless otherwise stated, the financial information on SoftBank is extracted from SoftBank’s Annual Report and Accounts for the years ended 31 March 2014, 31 March 2015 and 31 March 2016. Unless otherwise stated, the financial information on SoftBank has been converted to GBP based on the spot JPY / GBP exchange rate. | |
| 3. | The value attributed to the existing issued and to be issued share capital of ARM is based upon the 1,407,340,208 ARM Shares in issue on 15 July 2016 (net of 5,868,921 ARM Shares held in treasury on such date) and: |
| (a) | 1,489,730 outstanding share options that have been granted by ARM under the ARM SAYE Plan with a weighted average exercise price of 759 pence, an expected 837,767 outstanding share options that have been granted by ARM under the ARM ESPP with a weighted average exercise price of 797 pence on the options to be satisfied with ARM Shares and $35.01 on the options to be satisfied with ARM ADRs as at 15 July 2016; and | ||||
| (b) | 22,453,721 outstanding share awards and options that have been granted under the ARM Share Schemes that may vest or become exercisable at no cost subject (where applicable) to certain conditions as at 15 July 2016. | ||||
| 4. | The premia to the price per ARM ADR have been calculated by reference to the spot USD / GBP exchange rate. | |
| 5. | Unless otherwise stated, all prices quoted for ARM Shares are closing middle market prices and are derived from the Daily Official List. | |
| 6. | Unless otherwise stated, all prices quoted for ARM ADRs refer to the NASDAQ Official Closing Price. | |
| 7. | The market capitalisation of SoftBank has been calculated by reference to the closing price of JPY 6,007 per SoftBank share, 1,146,900,167 SoftBank shares in issue (net of 53,760,198 SoftBank Shares held in treasury on such date) and the spot JPY / GBP exchange rate on 15 July 2016. | |
| 8. |
The implied enterprise value of ARM is based on the fully diluted share capital (based on the diluted number of shares outstanding at the offer consideration of 1,700 pence per Scheme Share as set out in paragraph 3 above), ARM’s gross debt of £9.5 million (as set out on page 8 of the ARM Q1 2016 Results), less ARM’s existing cash balances of £1,005.9 million (including deposits and interest accrued, as set out on page 13 of the ARM Q1 2016 Results), the book values of ARM’s available for sale financial assets of £44.8 million, investment in joint venture of £5.5 million, loans and receivables of £4.1 million (as set out on page 8 of the ARM Q1 2016 Results) as at 31 March 2016, adjusted for the Apical Limited acquisition of £241.9 million ($350 million converted at 1.4466 GBP/USD as of 17 May 2016), payment of final dividend of £79.3 million for the 2015 financial year on 13 May 2016, share buybacks of £20.1 million in Q2 2016 (publicly disclosed for the period between 26 April 2016 and 19 May 2016 and available at http://ir.arm.com/phoenix.zhtml?c=197211&p=irol-rns&nyo=0) and impact of cash settled options of £18.4 million (based on weighted average exercise prices as set out in paragraph 3(a) above). |
|
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following ARM Directors who hold ARM Shares have given irrevocable undertakings: (i) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following ARM Shares; or (ii) if the Scheme is subsequently structured as a Takeover Offer, to accept the Takeover Offer.
| Name | Number of ARM Shares* | |||
| Andy Green | 5,250 | |||
| Chris Kennedy | 20,256 | |||
| Lawton Fitt | 630 | |||
| Stephen Pusey | 6,329 | |||
| Mike Muller | 1,236,000 | |||
| Simon Segars | 668,432 | |||
| Stuart Chambers | 40,000 |
* This number includes the number of ARM Shares beneficially owned by the relevant ARM Director in respect of which the ARM Director is able to control the exercise of all rights.
These undertakings will remain binding in the event that a higher competing offer for ARM is made and will cease to be binding only if:
| (a) | SoftBank announces that it does not intend to proceed with the Acquisition (and no new, revised or replacement transaction is announced under Rule 2.7 of the Code at the same time); | |
| (b) | the Scheme or Takeover Offer lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, within five business days of such lapse or withdrawal; or | |
| (c) | a competing offer is completed. | |
APPENDIX 4
