ARM Announces Results of Stock Elections in the Acquisition of Artisan Components, Inc.
Friday December 31, 2:06 am ET
CAMBRIDGE, U.K., Dec. 31, 2004 (PRIMEZONE) -- ARM Holdings plc (London:ARM.L - News); (NasdaqNM:ARMHY - News) has been informed by The Bank of New York, the Exchange Agent for its acquisition of Artisan Components, Inc. (``Artisan''), that the Artisan stockholder elections as to the form of the merger consideration in connection with the acquisition were as follows:
Cash Electing Shares: holders of 4,169,541 shares of Artisan stock elected to receive cash;
Stock Electing Shares: holders of 19,521,142 shares of Artisan stock elected to receive ARM stock;
Non-Electing Shares: holders of 829,341 shares of Artisan stock made no election.
With respect to holders of shares of Artisan stock who elected to receive ARM stock, holders of 9,682,944 Artisan shares elected to receive ARM ordinary shares, and holders of 9,838,198 Artisan shares elected to receive ARM American Depositary Shares (ARM ADSs). No holders of Artisan stock dissented from accepting the merger consideration. Artisan stockholders are deemed to have not made an election if such stockholders made no election, failed to submit valid forms of election prior to the election deadline or failed to surrender stock certificates subject to a guarantee of delivery prior to 5:00 p.m. (Eastern) on December 29, 2004.
Accordingly, as a result of the elections and pursuant to the proration mechanics set forth in the Agreement and Plan of Merger dated August 22, 2004, the merger consideration will be paid to Artisan stockholders as follows:
Cash Electing Shares: $36.3246 in cash for each share of Artisan stock;
Stock Electing Shares: approximately 5.539 ARM ADSs or 16.618 ARM ordinary shares, as elected by the relevant holder, and approximately $2.7565 in cash for each share of Artisan stock;
Non-Electing Shares: $36.3246 in cash for each share of Artisan stock.
Pursuant to the Merger Agreement, fractional shares, totaling approximately 169 ARM ADSs, will be paid in cash based on the $6.06 average share price of ARM ADSs announced on December 21, 2004.
In total 54,496,518 shares of ARM ADSs, 160,909,857 shares of ARM ordinary shares and approximately $235.4 million in cash will be paid to Artisan stockholders.
ARM anticipates that The Bank of New York will be distributing the appropriate merger consideration to those Artisan stockholders who have properly submitted election forms on or about December 31, 2004. Artisan stockholders who have not submitted election forms are deemed to have not made an election and will be sent a letter of transmittal indicating the procedure for such stockholders to submit their Artisan stock certificates and to receive the merger consideration payable to them.
About ARM
ARM designs the technology that lies at the heart of advanced digital products, from wireless, networking and consumer entertainment solutions to imaging, automotive, security and storage devices. ARM's comprehensive product offering includes 16/32-bit RISC microprocessors, data engines, 3D processors, digital libraries, embedded memories, peripherals, software and development tools, as well as analog functions and high-speed connectivity products. Combined with the company's broad partner community, they provide a total system solution that offers a fast, reliable path to market for leading electronics companies. More information on ARM is available at arm.com. |
