ARM to acquire Artisan Components for $913 million

CAMBRIDGE, U.K. — RISC processor licensor ARM Holdings plc on Monday (August 23, 2004) said it has entered a definitive agreement to acquire Artisan Components Inc. for $913 million.

The deal gives ARM a strong entry into the intellectual-property (IP) market. Artisan is a provider of physical IP components for the design of system-on-a-chip (SoC) integrated circuits (ICs). The company's product portfolio includes standard cell libraries, embedded memories, input/output cells, analog functions and high-speed interface IP.

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. 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.

``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 of Cambridge, U.K.-based ARM, in a statement. "Combining forces with Artisan will enrich and expand our total IP offering."

``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," said Robin Saxby, chairman of ARM, in a statement. "The combined entity will be able to reach more customers with a broader product portfolio to better serve our combined user community.''

East will continue as chief executive of the combined companies, with Lucio L. Lanza, chairman of Artisan, and Mark R. Templeton, president and chief executive of Artisan, joining ARM's board.

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.

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.