Investor Presentaiton
Entry into Agreement for Sale of All Shares in Arm - Overview
•
In Sep 2020, the Company agreed to sell all of Arm shares to NVIDIA.
SoftBank
Group
• As the Company expects to hold approx. 6.7-8.1% of NVIDIA shares, further upside can be enjoyed as
the largest shareholder when the share price goes higher.
Transaction
value
Details
(USD bn)
Time of
receipt
2.0
12.0
Cash of 0.75: Arm received as consideration for a license agreement.
Cash of 1.25: SBGC received as a deposit for part of the consideration in the transaction.
FY20Q2
(received in
Sep 2020)
10.0 Cash: SBGC and SVF1 to receive
21.5 ±a 44.37 mil of NVIDIA shares: SBGC and SVF1 to receive
Up to 10.32 mil of NVIDIA shares or cash:
SBGC and SVF1 to receive Earn-out subject to
Up to 5.0 ±a satisfaction of certain financial performance targets for
each of revenue and EBITDA *2 of Arm in FY21.
Total 38.5 ±a Consideration for the Company
1.5
Total 40.0 ±a
NVIDIA share compensation for Arm employees
✓ The consideration for the Company will be allocated to SBGC and SVF1 in accordance with
their respective ownership ratios of Arm shares (75.01% to SBGC and 24.99% to SVF1).
✓ The proceeds received by SVF1 will be further distributed to SVF1's limited partners, including
the Company, based on a designated waterfall.
Number of shares to be received by On closing
the Company were determined
based on the share price of NVIDIA:
USD 484.60/share.
(Reference):
Closing price as of May 12, 2021
USD 550.34 / share
*1 If elected to receive it in shares
On closing
(subject to
satisfaction of
specific financial
performance
targets by Arm)
On closing
*2 Subject to certain adjustment and amounts and
excludes amounts attributable to the ISG business
Accounting 16View entire presentation