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| VIRL > SEC Filings for VIRL > Form 8-K on 24-Aug-2009 | All Recent SEC Filings |
24-Aug-2009
Other Events, Financial Statements and Exhibits
Virage Logic Corporation, a Delaware corporation ("Virage Logic"), previously reported on a Current Report on Form 8-K filed on August 18, 2009 (the "Previous Report") that Abigail (UK) Limited, a wholly-owned subsidiary of Virage Logic ("Abigail (UK)"), would be commencing a recommended cash offer (the "Offer") for all of the outstanding shares of ARC International plc, a public limited company incorporated in England and Wales ("ARC").
The Recommended Cash Offer and the Form of Acceptance and Authority for the Offer (the "Offer Documents") were mailed to ARC shareholders (and, for information only, to ARC option holders) on August 21, 2009. Copies of the Offer Documents are available from Capita Registrars, Corporate Actions, The Registry 34 Beckenham Road, Beckehham, Kent BR3 4TU.
A copy of the Recommended Cash Offer and the Form of Acceptance and Authority are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report. The contents of the Previous Report are also incorporated into this Item 8.01 by reference.
(d) Exhibits.
2.1 Recommended Cash Offer by Abigail (UK) Limited (a wholly-owned subsidiary of Virage Logic Corporation) for ARC International plc.
2.2 Form of Acceptance and Authority by Abigail (UK) Limited (a wholly-owned subsidiary of Virage Logic Corporation) for ARC International plc.
Forward Looking Statements
Any statements in this Current Report on Form 8-K and the exhibits hereto about
Virage Logic's expectations, beliefs, plans, objectives, assumptions or future
events or performance, including with respect to the Offer, and any assumptions
underlying such statements, are not historical facts and are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are often, but not always, made through the use of
words or phrases such as believe, will, expect, anticipate, estimate, intend,
plan and would. Forward-looking statements also include the following:
(1) statements containing projections of revenues, operating expenses, income
(or loss), earnings (or loss) per share, capital expenditures, dividends,
capital structure, and other financial items; (2) statements regarding when the
proposed acquisition will be accretive to earnings per share; (3) statements
regarding projected cash, cash equivalents and short term investment balances as
of the closing of the proposed acquisition; (4) statements concerning the plans
and objectives of Virage Logic's management for future operations, including
plans or objectives relating to its products or services; (5) statements of
future economic performance; (6) statements of the assumptions underlying or
relating to any statement described in (1), (2), (3), (4) or (5); and
(7) statements regarding the timing or completion of the Offer. Actual results
could differ materially from those predicted by these forward-looking
statements. Forward-looking statements are not guarantees of performance. They
involve known and unknown risks, uncertainties and assumptions that may cause
actual results, levels of activity, performance or achievements to differ
materially from those expressed or implied. Some of these risks, uncertainties
and assumptions include, but are not limited to (i) the outcome of any legal
proceedings instituted against Virage Logic, Abigail (UK) and others in
connection with the proposed Offer; (ii) the failure of the acquisition of ARC
to close for any reason; (iii) the amount of the costs, fees, expenses and
charges relating to the Offer; (iv) business uncertainty and contractual
restrictions prior to the closing of the acquisition of ARC; (v) competition
generally and the increasingly competitive nature of our industry; (vi) the
effect of war, terrorism or catastrophic events; (vii) stock price, foreign
currency exchange and interest rate volatility; (viii) the failure of Virage
Logic to successfully integrate ARC's business and operations with its own and
the failure to achieve the cost savings and other synergies Virage Logic expects
to result from the acquisition of ARC; and (ix) the risk that, under relevant UK
law, Virage Logic and Abigail (UK) may be unable to assert a condition to
terminate the Offer even if ARC's business deteriorates significantly or other
events occur that cause the acquisition of ARC by Abigail (UK) to be less
attractive to Virage Logic.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.
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