Item 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement
On
Transaction Overview. The Purchase Agreement provides that, upon the terms and
subject to the conditions set forth in the Purchase Agreement, NVIDIA or its
designee will acquire, from the Sellers, all of the allotted and issued ordinary
shares of Arm of a par value of £0.001 (the "Share Purchase") in a transaction
valued at
Covenants, Representations and Warranties and Indemnities. Each of NVIDIA,
In addition, the Purchase Agreement provides that, subject to certain negotiated limitations and survival periods, NVIDIA and the Sellers will indemnify each other for breaches of these representations, warranties and covenants and for certain other matters.
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At the Closing, NVIDIA and the Sellers will enter into an investor rights agreement, pursuant to which, among other things, the Sellers will be subject to certain rights and restrictions relating to the shares of NVIDIA Stock issued as consideration for the Share Purchase.
Conditions to the Share Purchase. The Closing of the Share Purchase is subject
to certain conditions, including, among others, (a) the absence of laws, orders,
decrees, judgments and injunctions by any governmental entity of competent
jurisdiction preventing the completion of the Share Purchase or that make the
completion of the Share Purchase illegal, (b) the receipt of specified
governmental and regulatory consents and approvals and expiration of any
mandatory waiting period related thereto, (c) subject to certain exceptions, the
accuracy of representations and warranties with respect to Arm, NVIDIA,
Termination Rights. The Purchase Agreement contains certain termination rights
by either NVIDIA or the Sellers, including if the Share Purchase is not
consummated by
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.
The Purchase Agreement contains representations, warranties and covenants that
the respective parties made to each other as of the date of such agreement or
other specific dates. The assertions embodied in those representations,
warranties and covenants were made for purposes of the contract among the
respective parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating such agreement. The
Purchase Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about NVIDIA,
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Item 7.01 Regulation FD Disclosure.
On
On
The information in this Item 7.01 and Exhibits 99.1 and 99.2 are furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or subject to the liabilities of that Section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information in this Current Report shall not be incorporated by reference in any
filing with the
* * *
Safe Harbor for Forward-looking Statements
All statements included or incorporated by reference in this communication, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on NVIDIA's current expectations, estimates and projections about its business and industry, management's beliefs, and certain assumptions made by NVIDIA and Arm, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "goals," "likely," "might," "project," "target," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," or similar expressions, and variations or negatives of these words. Certain statements in this press release including, but not limited to, statements as to the proposed Share Purchase, including statements regarding the benefits of the transaction and what the combined companies will offer, the timing, price and closing conditions of the transaction; and statements regarding the companies' products and markets are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations.
These forward-looking statements are based on current expectations and are not guarantees of future results. Many factors could cause actual future events to differ materially from the forward looking statements in this document, including the following, among others: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect NVIDIA's business and the price of its stock; uncertainties as to the timing of the consummation of the transaction and the failure to satisfy the conditions to the consummation of the transaction, including the receipt of certain governmental and regulatory approvals; the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; the effect of the announcement or pendency of the transaction on NVIDIA's business relationships, operating results, and business generally; delays, disruptions or increased costs in the integration of Arm's technology into existing or new products; expected financial benefits and other benefits of the transaction may not be realized; integration of the acquisition post-closing, and the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, may not occur as anticipated, and there may be delays, challenges and expenses associated with integrating the combined companies' existing businesses; litigation related to the transaction or otherwise or limitations or restrictions imposed by regulatory authorities may delay or negatively impact the transaction; unanticipated restructuring costs may be incurred or undisclosed liabilities assumed; attempts to retain key personnel and customers may not succeed; risks related to diverting management's attention from NVIDIA's ongoing business operations; the business combination or the combined company's products may not be
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supported by third parties; actions by competitors may negatively impact
results; potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction; the short-term
and long-term effects of the COVID-19 pandemic; there may be negative changes in
general economic conditions in the regions or the industries in which NVIDIA and
Arm operate; and other risks described in NVIDIA's filings with the
In addition, please refer to the documents that NVIDIA files with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Share Purchase Agreement, datedSeptember 13, 2020 , by and among NVIDIA,NVIDIA Holdings , Arm, SoftBank, and Vision Fund* 99.1 Joint Press Release of NVIDIA, SoftBank and Arm, datedSeptember 13, 2020 99.2 Investor Presentation, datedSeptember 13, 2020 104 The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101) * Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). NVIDIA agrees to supplementally furnish to theSEC a copy of any omitted exhibits or schedules upon request of theSEC .
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