Merger Consideration Illustrative Calculation between Acquiror and Target Company

Summary

This document provides an illustrative calculation of the merger consideration for shareholders in a merger between an acquiring company and a target company. It outlines how cash and stock (in the form of American Depositary Shares, or ADSs) will be distributed to target shareholders based on different election scenarios and share prices. The calculation includes key assumptions, proration factors, and the total value to be paid. The document is for informational purposes and is based on hypothetical data to help parties understand the potential outcomes of the merger agreement.

EX-2.6 2 dex26.htm MERGER CONSIDERATION ILLUSTRATIVE CALCULATION Merger Consideration Illustrative Calculation

EXHIBIT 2.6

MERGER CONSIDERATION ILLUSTRATIVE CALCULATION⁽¹⁾


Inputs
Acquiror share price at signing	$	5.51
Average share price⁽²⁾	$	5.40
Shares of target stock⁽³⁾		23,433,123
Total cash payout	$	225,000,000
Cash amount	$	9.60
Share ratio		4.41

Hypothetical Assumptions
Dissenting shares		100
Non-Electing shares		1,000,000
Cash Electing shares		4,433,023
Stock Electing shares		18,000,000

		23,433,123

Calculation of terms as defined in Merger Agreement
Closing cash per share amount	$	33.41
Closing stock per share amount	$	6.19
Maximum number of cash electing shares		6,732,347
Maximum number of stock electing shares		16,700,676
Cash deficiency ratio		2.30
Stock deficiency ratio		1.30
Cash proration factor		1.52
Stock proration factor		0.93


Outputs

	Value/Share		Total Value		ARM ADSs
A) Stock electing share gets
ADSs	$	31.00	$	558,036,391	103,340,072
Cash		2.41		43,415,609

Total	$	33.41	$	601,452,000

	Value/Share		Total Value
B) Cash electing share gets
ADSs	$	0.00	$	0	—
Cash		33.41		148,125,031

Total	$	33.41	$	148,125,031

	Value/Share		Total Value
C) Non-electing share gets
ADSs	$	0.00	$	0	—
Cash		33.41		33,414,000

Total	$	33.41	$	33,414,000

	Consideration Paid to Shareholders

		Total cash value	$	224,954,639
		Total ADS value		558,036,391

		Total	$	782,991,031

Value to Cash and Stock Electing Shareholders at Different Election Outcomes and Closing Prices(4)

1) Cash Election Shares Get Cash Equal To:


		Number of Cash Elected Shares
		2,000,000	4,000,000	6,000,000	8,000,000
Average Share Price	6.50	38.27	38.27	37.49	28.12
	6.00	36.06	36.06	36.06	28.12
	5.50	33.86	33.86	33.86	28.12
	5.00	31.65	31.65	31.65	28.12
	4.50	29.45	29.45	29.45	28.12

2) Cash Election Shares Get ADS Equal To:


		Number of Cash Elected Shares
		2,000,000	4,000,000	6,000,000	8,000,000
Average Share Price	6.50	—	—	0.77	10.15
	6.00	—	—	—	7.94
	5.50	—	—	—	5.74
	5.00	—	—	—	3.53
	4.50	—	—	—	1.33

3) Stock Election Shares Get ADS Equal To:


		Number of Stock Elected Shares
		12,000,000	15,000,000	18,000,000	21,000,000
Average Share Price	6.50	38.27	38.27	37.32	31.99
	6.00	36.06	36.06	34.45	29.53
	5.50	33.86	33.86	31.58	27.07
	5.00	31.65	31.65	28.71	24.60
	4.50	29.45	29.45	25.84	22.14

4) Stock Election Shares Get Cash Equal To:


		Number of Stock Elected Shares
		12,000,000	15,000,000	18,000,000	21,000,000
Average Share Price	6.50	—	—	0.95	6.28
	6.00	—	—	1.61	6.53
	5.50	—	—	2.28	6.79
	5.00	—	—	2.94	7.05
	4.50	—	—	3.61	7.30

Notes:

(1)	Note that for purposes of this illustrative calculation, all references to “shares” or “stock” of ARM refer to ADSs. Each ADS represents three ordinary shares.

(2)	Will be based on 10 random trading days selected by both parties from a 20 day lot ending 2 days prior to close

(3)	For illustrative purposes only, assumes that the shares outstanding at close are the same as at August 11, 2004; excludes options.

(4)	Assumes 100 dissenting shares and 1,000,000 non-electing shares. Assumes no Artisan shares elect ordinary shares and all stock electing shares elect to receive ADSs. Each ADS represents three ordinary shares.