Virage Logic declares offer to acquire ARC International unconditional in all respects

FREMONT, USA: Virage Logic Corp. has declared its recommended cash offer to acquire publicly held ARC International plc, a leading provider of consumer IP to OEM and semiconductor companies globally, unconditional in all respects.

With 84.68 percent of the ARC shares already tendered into the offer, Virage Logic will proceed to consummate the purchase of this ownership interest in ARC and will have ARC immediately apply to the UK Listing Authority and the London Stock Exchange for the delisting of ARC’s shares.

This all-cash transaction values ARC at 16.25 pence per share, or an equity value of approximately £25.2 million (approximately $42.0 million) on a fully-diluted basis.

“Although we are declaring the offer unconditional at this point, our objective is to reach 100 percent acceptance. To date we have acquired approximately 84.68 percent of the issued share capital of ARC and continue to pursue acceptances of the offer,” said J. Daniel McCranie, Virage Logic’s executive chairman.

“This acquisition significantly expands our market opportunity to include microprocessor cores and further underscores our vision of establishing Virage Logic as a broad-line supplier of highly differentiated semiconductor IP.”

Transaction details
On August 18, 2009, Virage Logic made a recommended cash offer of 16.25 pence per share for ARC’s issued share capital. The offer is being conducted under the rules of the U.K. City Code on Takeovers and Mergers.

The purchase of ARC’s shares in the offer will be funded out of Virage Logic’s existing cash resources. At the time it commenced the Offer, Virage Logic had received irrevocable undertakings from ARC shareholders representing, in aggregate, approximately 56 percent of ARC’s issued share capital. All of these shareholders have now tendered their acceptance of the Offer.

Now that Virage Logic has acquired 84.68 percent of ARC’s outstanding shares, immediate application will be made to the UK Listing Authority for the cancellation of listing of the ARC shares on the Official List and to the London Stock Exchange for cancellation of admission to trading of the ARC shares on its market for listed securities, in each case to take effect on, or shortly after, October 14, 2009, which is 20 business days following the date of this announcement.

Virage Logic also intends to apply for the re-registration of ARC as a private limited company under the relevant provisions of the Companies Act 2006.

Furthermore, if it receives sufficient valid acceptances of the offer (being not less than 90 percent of the ARC shares), Virage Logic intends to exercise its rights under Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining ARC shares on the same terms as the offer.

Cowen and Company, LLC and Arbuthnot Securities Limited are acting as joint financial advisors to Virage Logic. Jefferies International Limited and Woodside Capital Partners are acting as joint financial advisors to ARC.