ARM and Artisan Announce Average Share Price
CAMBRIDGE, England & SUNNYVALE, Calif.—(BUSINESS WIRE)—Dec. 22, 2004—
ARM Holdings plc (LSE:ARM) (Nasdaq:ARMHY) and Artisan
Components, Inc. (Nasdaq:ARTI) have announced that, subject to the
receipt of various approvals and consents, the acquisition of Artisan
by ARM is expected to become effective on December 23, 2004, following
approval by ARM shareholders and Artisan stockholders. Subject to
closing of the transaction on December 23, 2004, ARM and Artisan
announce that the average share price of ARM American Depositary
Shares (ADSs) has been determined to be $6.06.
The average share price equals the volume weighted average of the
trading prices of ARM ADSs on the Nasdaq National Market during 10
random trading days selected from the 20 trading day period beginning
on and including November 23, 2004, and ending on and including
December 21, 2004. The random trading days were selected by ARM and
Artisan, with a representative of ARM selecting 5 of those trading
days on a blind basis and a representative of Artisan selecting 5 of
those trading days on a blind basis, and with each such person
alternating its blind selections. This blind selection process took
place at 5:00 p.m. (PST) on December 21, 2004.
An Extraordinary General Meeting (EGM) of ARM shareholders will
take place at 4:30 p.m. (GMT) on December 23, 2004, and a special
meeting for Artisan stockholders will be held at 10:00 a.m. (PST) on
December 23, 2004.
About Artisan
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
http://www.artisan.com.
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
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 http://www.arm.com.
Important Information for Investors and Stockholders
ARM has filed with the Securities and Exchange Commission ("SEC")
a Registration Statement on Form F-4 in connection with the proposed
transaction, which includes a proxy statement/prospectus. ARM and
Artisan have commenced mailing of the final proxy statement/prospectus
to the stockholders of Artisan. ARM and Artisan urge investors and
security holders to read the proxy statement/prospectus and any other
relevant documents filed with the SEC because they contain important
information. Investors and security holders may 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, UK. Tele: +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,
USA. Tele: (408) 734-5600, or on Artisan's web site at
www.artisan.com. Documents on the ARM and Artisan web sites are not a
part of this communication.
ARM and its 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. 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 proxy statement/prospectus.
Artisan and its 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 Annual
Report on Form 10-K of Artisan, which was filed with the SEC on
November 12, 2004. 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 proxy statement/prospectus.
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 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, 2004 filed
by Artisan 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; 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.; ARM Belgium N.V.; and ARM Embedded Solutions Pvt.
Ltd.
Contact:
ARM
Tim Score, +44 (0)1223 400537 (Investors)
tim.score@arm.com
or
Financial Dynamics (for ARM)
James Melville-Ross/Juliet Clarke, +44 (0)20 7831 3113
(Investors)
or
Morgan Stanley (for ARM)
Tim Pratelli, +44 (0)20 7425 8000 (Investors)
or
ABN AMRO Hoare Govett (for ARM)
Ranald McGregor-Smith, +44 (0)20 778 1000 (Investors)
or
Artisan
Rosie Sanford, 408-548-3122 (Investors)
or
ARM
Michelle Spencer, +44 (0)1628 427780 (Media)
michelle.spencer@arm.com
or
Text100 Public Relations (for ARM)
Carolina Noguera, 415-593-8429 (Media)
carolinan@text100.com
or
Artisan
Claudia Natalia, 408-548-3172 (Media)
claudia@artisan.com
