Davis Polk is advising ARM Holdings plc as to U.S. law in connection with a recommended all-cash offer for ARM’s entire share capital by SoftBank Group Corp. that values ARM’s share capital at approximately £24.3 billion (approximately $32 billion). It is intended that the acquisition be effected by means of a scheme of arrangement under U.K. law and the acquisition is expected to close in the third quarter of 2016. The offer is to be financed through a combination of SoftBank’s existing cash resources and borrowings under a new ¥1 trillion (approximately £7.3 billion) term loan facility.

Based in Cambridge, England, ARM designs scalable, energy-efficient processors and related technologies that lie at the heart of advanced digital products, from wireless, networking and consumer entertainment solutions to imaging, automotive, security and storage devices. ARM’s technology enables the creation of new markets and transformation of industries and society. Based in Tokyo, Japan, SoftBank is one of the leading operators and investors in the global technology, Internet and wireless sectors.

The Davis Polk corporate team includes Managing Partner Thomas J. Reid, partner Reuven B. Young and associate Adam H. Whitaker. Partner John D. Paton and counsel Alon Gurfinkel are providing tax advice. Partner Arthur J. Burke and counsel Mary K. Marks are providing antitrust and competition advice. Partner John B. Reynolds III is providing regulatory advice. Members of the Davis Polk team are based in the London, New York and Washington DC offices.