CAMBRIDGE, ENGLAND-- September 06, 2023 -- Arm Holdings plc (“Arm”) today announced that it has launched a roadshow for the initial public offering (the “IPO”) of American depositary shares (“ADSs”) representing its ordinary shares.

A total of 95,500,000 ADSs are being offered by the selling shareholder, a wholly-owned subsidiary of SoftBank Group Corp., in the IPO. Arm expects the selling shareholder to grant the underwriters an option to purchase up to an additional 7,000,000 ADSs to cover over-allotments, if any, for 30 days after the date of the final prospectus. The IPO price per ADS is estimated to be between $47.00 and $51.00. Arm has applied to list the ADSs on the Nasdaq Global Select Market under the symbol “ARM”.

Raine Securities LLC is acting as financial advisor in connection with the proposed IPO. Barclays, Goldman Sachs & Co. LLC, J.P. Morgan, and Mizuho are acting as joint book-running managers for the proposed IPO. Barclays is acting as Billing and Delivery Agent, Goldman Sachs & Co. LLC is acting as IPO Allocation Coordinator, J.P. Morgan is acting as Stabilization Agent, and Mizuho is acting as Roadshow Launch Coordinator & Salesforce Presentation Host.

The proposed IPO will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the IPO may be obtained by visiting EDGAR on the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Alternatively, copies of the preliminary prospectus may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 866-471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmorganchase.com or Mizuho Securities USA LLC, Attention: U.S. ECM Desk, 1271 Avenue of the Americas, New York, NY 10020, by telephone at (212) 205-7602 or by email at US-ECM@mizuhogroup.com.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended. The IPO is subject to market and other conditions and the completion of the SEC’s review process.

Forward Looking Statements

Certain matters within this press release are discussed using forward-looking language and, as such, may involve known and unknown risks, uncertainties, and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These statements relate to the timing and details of the IPO, the number of ADSs to be offered in the IPO, the expected price at which such ADSs will be offered, the grant of the over-allotment option to the underwriters and whether the underwriters will exercise such option. No assurance can be given that the IPO will be completed on the terms described, or at all. Completion of the IPO on the terms described are subject to numerous conditions, many of which are beyond the control of Arm, including, market conditions, general economic conditions and other factors, including those set forth under the heading “Risk Factors” in the preliminary prospectus.