ARM Holdings PLC
23 August 2004
ARM AND ARTISAN COMBINE TO DELIVER SYSTEM-ON-CHIP IP SOLUTIONS
Transaction Creates One of the Broadest Suppliers of IP in the Industry
Companies to Combine Highly Complementary Products and Sales Channels
CAMBRIDGE, UK and SUNNYVALE, CALIF. - Aug. 23, 2004 - ARM Holdings plc (LSE:
ARM); (Nasdaq: ARMHY) and Artisan Components, Inc. (Nasdaq: ARTI) today
announced that they have entered into a definitive agreement under which ARM
will acquire Artisan.
• Under the terms of the agreement, Artisan stockholders will receive $9.60 in
cash and ARM stock equal to 4.41 ARM ADSs for each outstanding Artisan share.
Based on closing prices for ARM ADSs as of August 20, 2004, the implied value is
$33.89 per Artisan share, representing an aggregate consideration of
approximately $913 million.
• This transaction represents an excellent strategic combination:
- Enables the combined company to deliver one of the industry's broadest
portfolios of system-on-chip (SoC) intellectual property (IP) to their
extensive, combined customer base.
- Better positions the combined company to take advantage of growth
opportunities across multiple industries as system design complexity increases
in the sub-micron age.
- Highly complementary sales channels combining ARM's channel to more
than 130 silicon manufacturers, with Artisan's channel to more than 2,000
- Strengthens the links between key aspects of SoC development, enabling
the combined company to deliver solutions that are further optimized for power
• Warren East, Chief Executive Officer of ARM will continue as Chief
Executive Officer of the combined companies, with Lucio L. Lanza, Chairman of
Artisan, and Mark R. Templeton, President and Chief Executive Officer of
Artisan, joining the Board of Directors of ARM as a non-executive director and
an executive director, respectively, on completion of the transaction.
• Directors and executive officers of ARM and Artisan have agreed to vote
in favor of the acquisition in respect of shareholdings amounting to an
aggregate of approximately 2.7 percent of ARM's outstanding shares and 4.6
percent of Artisan's outstanding shares.
• The completion of the transaction is expected to occur in the fourth
quarter of 2004 and is subject to ARM and Artisan stockholder and regulatory
approvals and other customary closing conditions.
Artisan is a leading provider of physical IP components for the design and
manufacture of complex SoC integrated circuits (ICs). The company's
comprehensive product portfolio includes standard cell libraries, embedded
memories, input/output cells, analog functions and high-speed interface IP.
Artisan's products are optimized for performance, density, power and yield and
are available in support of process technologies at many of the world's leading
semiconductor manufacturers. Artisan has licensed its IP components to thousands
of IC design teams at more than 2,000 companies worldwide.
ARM has relationships with more than 130 silicon manufacturers and with all of
the leading Electronic Design Automation (EDA) companies; the company offers a
preeminent portfolio of microprocessor, data engine and peripheral IP as well as
software and development tools. Building on complementary capabilities, ARM
expects that the combined company will deliver one of the broadest ranges of SoC
IP solutions to the IC design community. The combined expertise of both
companies in implementing complex systems in silicon will result in highly
optimized solutions for low-power and high-performance designs.
"Artisan represents an excellent strategic fit with our vision to become the
Architecture for the Digital WorldTM," said Sir Robin Saxby, Chairman, ARM. "
With its focus on the leading manufacturers in the semiconductor industry and a
broad range of OEM design teams, Artisan has a proven sales channel which will
be highly complementary with the ARM sales channel. The combined entity will be
able to reach more customers with a broader product portfolio to better serve
our combined user community."
"As system design complexity increases in deeper sub-micron technologies, so
does the need for stronger links between all aspects of SoC development from
library elements to advanced microprocessor IP and software," said Warren East,
Chief Executive Officer, ARM. "Combining forces with Artisan will enrich and
expand our total IP offering. Furthermore, the combination is expected to
provide greater access to ARM and Artisan technologies, delivering increased
value to both companies' customers and creating a new catalyst for innovation in
the industry. Delivering enhanced IP where the total system is further optimized
for low power and high performance will assist our customers to create new and
exciting digital products. We will benefit greatly from the insights and
experience of the talented Artisan professionals joining our team."
"The combination of ARM and Artisan signals a new phase in the industry by
meeting the increasingly important system design challenge of providing
customers with a coherent IP offering, from architecture to silicon
implementation," said Lucio L. Lanza, Chairman, Artisan. "Putting
complementary teams of designers together in one company working on software,
system IP and physical IP will enable us to provide a higher level of value to
our combined customers."
"The strategic vision of this transaction is compelling," said Mark R.
Templeton, President and Chief Executive Officer of Artisan. "By joining forces
with ARM, we are furthering our goal to be the IP partner of choice in the
semiconductor industry. Combined with ARM, we will be better positioned to
invest in new products and promote the adoption of Artisan's products to a
broader range of customers."
Under the terms of the agreement, Artisan stockholders will receive $9.60 in
cash and 4.41 ARM ADSs for each outstanding Artisan share. Based on closing
prices for ARM's ADSs as of August 20, 2004, the implied value is $33.89 per
Artisan share, representing an aggregate consideration of approximately $913
million. Each Artisan stockholder will have the right to elect the percentage of
the stockholder's consideration received in cash, ARM ADSs or Ordinary Shares
(ORDs), subject to pro ration and the total aggregate consideration being
approximately $225 million in cash and approximately 374 million in new ORDs (or
approximately 125 million ADSs). The stock component of the consideration is
expected to be tax-free for the stockholders of Artisan. Following completion of
the transaction, on a fully diluted basis, Artisan stockholders will own
approximately 26% of the combined company. The cash portion of the consideration
will be funded using ARM's existing cash resources. The terms of the transaction
have been unanimously approved by the Boards of Directors of both companies.
As of June 30, 2004, under U.S. GAAP, Artisan had revenues and profits after
taxes in the previous 12 months of $82.9 million and $17.3 million,
respectively, and had net asset value of $205.1 million, of which $140.4 million
was cash, cash equivalents and marketable securities. For the most recent
fiscal year ended September 30, 2003, Artisan had revenues and profits after
taxes of $68.5 million and $7.3 million, respectively, under U.S. GAAP.
The transaction is expected to be non-dilutive to ARM's earnings per share
within 12 months from closing, excluding the impact of one-time and non-cash
acquisition related charges.
Break-up Fee Arrangements
ARM has agreed to pay a break-up fee to Artisan of approximately $18 million
payable upon certain termination events under the transaction agreement.
Furthermore, Artisan has agreed to pay a break-up fee to ARM of approximately
$31 million or $18 million, depending on the nature of the termination event,
payable under the transaction agreement upon certain termination events.
Management and Board of Directors
Lucio L. Lanza, Chairman of Artisan, and Mark R. Templeton, President and Chief
Executive Officer of Artisan, will join the Board of Directors of ARM following
completion of the transaction, increasing the total number of directors to 12.
Mark R. Templeton is expected to enter into a service contract with the Company
with effect from completion of the transaction.
Approvals, Timing and Consent
The completion of the transaction is expected to occur in the fourth quarter of
2004 and is subject to ARM and Artisan stockholder and regulatory approvals,
other customary closing conditions and the admission of the new ARM shares to
the Official List of the UK Listing Authority and to trading on the London Stock
Exchange. ARM stockholders will receive in due course a circular containing full
details of the acquisition and convening an Extraordinary General Meeting, and
listing particulars related to the new ARM shares to be issued as consideration
for the acquisition. Artisan stockholders will receive a proxy statement in
connection with Artisan's special meeting of stockholders.
ARM and Artisan will be hosting a presentation and conference calls to discuss
the transaction on Monday, August 23, 2004, at Financial Dynamics, Holborn Gate,
26 Southampton Buildings, London, WC2A 1PB:
Presentation and Call
9.30am BST / 10.30am CET / 4.30am EST / 1.30am PST
UK / European Participants - Telephone: +44 (0)1452 542 303
US Participants - Telephone: +1 866 389 9778
1.30pm BST / 2.30pm CET / 8.30am EDT / 5.30am PST
UK / European Participants - Telephone: +44 (0) 1452 542 304
US Participants - Telephone: +1 866 389 9780
ARM will also host an audio webcast at www.arm.com, as well as provide a taped
recording available from approximately one hour after the call's end, for five
days. Dial-in details as follows:
9.30am BST / 10.30am CET / 4.30am EST / 1.30am PST
UK / Europe - Telephone: +44 (0)1452 55 00 00; Access code 9652259#
US - Telephone: +1 706 645 9291; Access code: 9652259#
1.30pm BST / 2.30pm CET / 8.30am EDT / 5.30am PST
UK / Europe - Telephone: +44 (0) 1452 55 00 00; Access code 9652260#
US - Telephone: +1 706 645 9291; Access code: 9652260#
Artisan is a leading provider of physical intellectual property (IP) components
for the design and manufacture of complex system-on-a-chip integrated circuits.
Artisan's products include embedded memory, standard cell, input / output,
analog and mixed-signal components, which are designed to achieve the best
combination of performance, density, power and yield for a given manufacturing
process. Artisan has licensed its IP components to over 2,000 companies involved
in integrated circuit design. Artisan is headquartered in Sunnyvale, California.
More information about Artisan, including free library access, can be found at
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 16/32-bit RISC microprocessors,
data engines, peripherals, software and tools, combined with the company's broad
partner community, provide a total system solution that offers a fast, reliable
path to market for leading electronics companies. More information on ARM is
available at www.arm.com.
Important Information for Investors and Stockholders
ARM and Artisan will file a proxy statement/prospectus with the SEC in
connection with the proposed transaction. ARM and Artisan urge investors and
security holders to read the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC because they will
contain important information. Investors and security holders will be able to
obtain these documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, documents filed with the SEC by ARM are available
free of charge by contacting ARM Holdings plc Investor Relations, 110 Fulbourn
Road, Cambridge, UK, CB1 9NJ, +44 (0)1223 400400, and on ARM's web site at
www.arm.com; documents filed with the SEC by Artisan are available free of
charge by contacting Artisan Components, Inc. Investor Relations, 141 Caspian
Court, Sunnyvale, California, 94089, (408) 734-5600, on Artisan's web site at
www.artisan.com or on the SEC's web site at www.sec.gov. Documents on Artisan's
web site are not a part of this press release.
ARM and ARM's directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Artisan in connection
with the transaction. A description of the interests of directors and executive
officers of ARM is set forth in its Annual Report on Form 20-F for the year
ended December 31, 2003, which was filed with the SEC. If and to the extent
that any of ARM's directors and executive officers will receive any additional
benefits in connection with the transaction that are unknown as of the date of
this filing, the details of those benefits will be described in the definitive
proxy statement/prospectus. Investors and security holders can obtain
additional information regarding the direct and indirect interests of ARM's
directors and executive officers in the transaction by reading the definitive
proxy statement/prospectus when it becomes available.
Artisan and Artisan's directors and executive officers may be deemed to be
participants in the solicitation of proxies from its stockholders in connection
with the transaction. A description of the interests of directors and executive
officers of Artisan is set forth in the proxy statement for Artisan's 2003
annual meeting of stockholders, which was filed with the SEC on January 27,
2004. Mr. Templeton is expected to enter into an employment agreement with ARM,
effective upon the closing of the proposed acquisition, that will be described
in the proxy statement/prospectus. Mr. Lanza, Artisan's Chairman, may be deemed
to be a participant in the solicitation of proxies of ARM's shareholders in
connection with the proposed acquisition. A description of the non-employee
director appointment letter similar to that into which Mr. Lanza would enter in
upon joining the ARM Board of Directors at the closing of the proposed
acquisition is described in ARM's Annual Report on Form 20-F. If and to the
extent that any of Artisan's directors and executive officers will receive any
additional benefits in connection with the transaction that are unknown as of
the date of this filing, the details of those benefits will be described in the
definitive proxy statement/prospectus. Investors and security holders can
obtain additional information regarding the direct and indirect interests of
Artisan's directors and executive officers in the transaction by reading the
definitive proxy statement/prospectus when it becomes available.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about ARM and Artisan.
When used in this document, the words "anticipates", "may", "can", "believes",
"expects", "projects", "intends", "likely", similar expressions and any other
statements that are not historical facts, in each case as they relate to ARM,
Artisan, the management of either such company or the transaction are intended
to identify those assertions as forward-looking statements. In making any such
statements, the person making them believes that its expectations are based on
reasonable assumptions. However, any such statement may be influenced by
factors that could cause actual outcomes and results to be materially different
from those projected or anticipated. These forward-looking statements are
subject to numerous risks and uncertainties. There are various important
factors that could cause actual results to differ materially from those in any
such forward-looking statements, many of which are beyond the control of ARM and
Artisan, including: the impact of general economic conditions in regions in
which either such company currently does business, industry conditions,
including competition, fluctuations in exchange rates and currency values,
capital expenditure requirements, legislative or regulatory requirements,
changes in the tax laws, interest rates and access to capital markets, the
possibility that the transaction will not close, that the closing may be delayed
or that the companies may be required to modify aspects of the transaction to
achieve regulatory approval; the reaction of customers of ARM and Artisan to the
transaction and economic and political conditions in the U.K., U.S. and
elsewhere. The actual results or performance by ARM or Artisan could differ
materially from those expressed in, or implied by, these forward-looking
statements. Accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any
of them do so, what impact they will have on the results of operations or
financial condition of ARM or Artisan. ARM and Artisan are under no obligation
to (and expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information, future events
or otherwise. More information about potential factors that could affect ARM's
business and financial results is included in ARM's Annual Report on Form 20-F
for the fiscal year ended December 31, 2003 including (without limitation) under
the captions, "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which are on file with the
Securities and Exchange Commission (the "SEC") and available at the SEC's
website at www.sec.gov. For more information and additional risk factors
regarding Artisan, see the information under the captions "Factors Affecting
Future Operating Results" contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in the Annual Report on
Form 10-K for the fiscal year ended September 30, 2003, the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004 filed with the SEC.
ARM is a registered trademark of ARM Limited. Artisan Components and Artisan
are registered trademarks of Artisan Components, Inc. All other brands or
product names are the property of their respective holders. "ARM" is used to
represent ARM Holdings plc (LSE:ARM and Nasdaq:ARMHY); its operating company ARM
Limited; and the regional subsidiaries ARM INC.; ARM KK; ARM Korea Ltd.; ARM
Taiwan; ARM France SAS; and ARM Consulting (Shanghai) Co. Ltd.; and ARM Belgium
Tim Score Sarah Marsland
ARM Financial Dynamics
Tel: +44 (0)1223 400537 Tel: +44 (0)20 7831 3113
Juliet Clarke/James Melville-Ross
Artisan Investors: Financial Dynamics
Rosie Sanford Tel: +44 (0)20 7831 3113
Tel: +1 408 548 3122
Julie Seymour Stacy Perry
ARM Text100 Public Relations
Tel: +44 (0)1223 406169 Tel: +1 415 593 8484
Tel: +1 408 548 3172
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