ARM's Proposed Acquisition of Triscend Not To Proceed

CAMBRIDGE, UK, 25 February 2004 - On 27 January 2004 ARM Holdings plc [(LSE: ARM); (Nasdaq: ARMHY)] announced that it had entered into an agreement for the acquisition of Triscend Corporation, a fabless semiconductor company specializing in ARM® core-based microcontrollers.  The agreement included various representations and warranties given by Triscend and completion of the acquisition was additionally subject to fulfilment of certain conditions by Triscend, including approval by a majority of its shareholders.

As a consequence of developments since the signing and announcement of the agreement, ARM’s proposed acquisition of Triscend will not proceed. Triscend has informed ARM that it has received a competing offer for the business and, after due consideration, ARM has decided not to make a counter offer and the agreement has been terminated by mutual consent.

ARM fully intends to pursue its strategy of becoming the leading architecture in the emerging 32-bit microcontroller market and continues to work with Partners on their microcontroller opportunities.

-ends-