ARRIS and TANDBERG Television Announce Intention to Combine
January 15 2007 - 3:14AM
PR Newswire (US)
- The newly created company will have the scale and the critical
mass to lead the market for converged voice, data and video systems
SUWANEE, Ga., Jan. 15 /PRNewswire-FirstCall/ -- ARRIS
(NASDAQ:ARRS), and TANDBERG Television (Oslo: TAT.OL), today
announced that they have reached an agreement to combine the two
companies through an acquisition of all outstanding TANDBERG
Television shares by ARRIS. The offer price of NOK 96 consists of
NOK 80 cash and NOK 16 shares in ARRIS, a US NASDAQ listed company,
although ARRIS can increase the cash portion of the offer at its
discretion. The aggregate purchase is expected to be $1,214 M at
current exchange rates. The transaction is expected to be completed
in Q2 2007 and is subject to regulatory and other customary
approvals, as well as, to ARRIS receiving valid and unconditional
acceptances of the offer from shareholders representing more than
90% of the shares. After diligent, thorough review, the Board of
Directors of TANDBERG Television unanimously recommends the
shareholders accept the ARRIS offer. "The on-going industry
consolidation amongst our key customer base creates a demand for
companies that can offer an increasing scale and scope of supply on
a global basis. The combination of ARRIS and TANDBERG Television
clearly creates that market leading supplier of voice, video and
data solutions. Further, the NOK 96 offer price represents a
substantial premium of 47% to TANDBERG Television's 90 trading day
average share price," says Jan Christian Opsahl, Chairman of
TANDBERG Television. Combining the resources and experience of
ARRIS and TANDBERG Television will produce a new company, unique in
its ability to enable voice, video and data over any network and to
any device. ARRIS is a leading global provider of VoIP, (voice over
IP) data broadband network equipment and consumer premises devices;
TANDBERG Television leads the digital video sector with more than
25% share of the global video processing market and award-winning
solutions for advanced compression, on-demand and interactive
television. ARRIS and TANDBERG Television have a strong shared
philosophy of innovation and track-records of profitable growth.
The new company will have a significant global presence with over
1600 employees and 2000+ customers in more than 100 countries.
ARRIS' strong North American cable business and strategic customers
in key international markets will be significantly expanded through
TANDBERG Television's international market leadership position in
IPTV, HDTV and on-demand television. "The combination of ARRIS and
TANDBERG Television is positive for the digital media industry and
a truly exceptional opportunity for both companies. By bringing
together these two market leaders we are able to expand on our
vision to be the global leader in the provision of digital IP
infrastructure and to enable voice, video and data to be delivered
over integrated broadband networks from the content provider to the
head-end to the home," says Bob Stanzione, Chairman & CEO of
ARRIS. "With this merger we are creating a new force, with best in
class technologies and an outstanding team of people with a unique
understanding of all service provider networks, the technologies
that enable them and the content that travels through them." As
cable operators, telcos and pay-TV providers compete for the
subscriber, the triple play of voice, data and video, and the
eventual quad play with mobile, is driving increased bandwidth
needs. Additionally, as new services such as VoIP and high
definition, on-demand TV emerge, the pressure on bandwidth
increases further, pushing data speed requirements over 100Mbps.
These macro-trends underpin the combination of ARRIS and TANDBERG
Television and will drive the future success and growth of the new
company and its highly scalable, revenue producing technologies for
high speed data, VoIP, IPTV, HDTV and on-demand television. "Our
customers are increasingly relying on next generation technologies
to help them create and distribute converged and differentiated
voice, data and video services. There is a clear benefit in being
able to source these solutions from one trusted partner. The
combined ARRIS and TANDBERG Television is ideally placed to provide
the technologies, the knowledge and the systems delivery and
integration expertise that our customers around the world can rely
on to build profitable digital businesses," said Eric Cooney, CEO
of TANDERG Television. ARRIS -- http://www.arrisi.com/ -- is a
global communications technology company specializing in the design
and engineering of broadband networks. The company is a leading
developer, manufacturer and supplier of cable telephony, video and
high-speed data equipment, as well as outside plant construction
and maintenance equipment for cable system operators. With 750
employees in offices across North America, Latin America, Europe
and Asia Pacific, ARRIS is headquartered in Atlanta, Georgia. ARRIS
delivered revenues through nine months of 2006 of approximately
US$657 million and recently announced that it would exceed previous
revenue guidance. TANDBERG Television -- http://www.tandbergtv.com/
-- has a 15 year track record of excellence and technology firsts
in the digital video market. The company's market leading solutions
for the creation, management and delivery of video across cable,
satellite, IP, wireless, telco and terrestrial networks are used by
the world's leading network operators, broadcasters, content owners
and program makers to deliver new viewer experiences and
advertising opportunities. With 875 employees, including an
award-winning R&D team of more than 350 highly skilled software
and hardware engineers, TANDBERG Television has offices around the
world and regional headquarters in Southampton, UK; Atlanta,
Georgia and Hong Kong. TANDBERG Television 2006 revenues are
estimated to be approximately US$350M. Forward-looking Statements
This press release contains forward-looking statements which are
subject to safe harbors created under the U.S. federal securities
laws. These statements include, among others, statements concerning
projections of revenues, income and other financial items; plans
for future products; growth in the cable equipment market; and
growth in demand for high speed access including cable telephony
for ARRIS Group Inc, and statements regarding the financial
performance of ARRIS following completion of the TANDBERG
Television acquisition, its ability to drive the strategic benefits
outlined and the timeframe during which the acquisition is expected
to close. Statements regarding future events are based on the
parties' current expectations. Actual results may differ materially
from those contained in any forward- looking statement. Specific
factors which could cause such material differences include, among
other things, successful outcome of the offer process for the
TANDBERG Television shares, regulatory approval of the acquisition,
the potential impact on the business of TANDBERG Television due to
uncertainty about the acquisition, the retention of employees of
TANDBERG Television and the ability of ARRIS to successfully
integrate TANDBERG Television's opportunities, technology,
personnel and operations. All financials for TANDBERG Television
are based on IFRS standards. A U.S. GAAP reconciliation is not
available at this time. The statements in this presentation that
use such words as "believe," "expect," "intend," "anticipate,"
"contemplate," "estimate," or "plan," or similar expressions are
also forward-looking statements. The above listing of factors is
representative and is not intended as an all-encompassing list of
such factors. We disclaim any obligation to update forward-looking
statements, whether as a result of new information, future events
or otherwise. For information: ARRIS: Media Relations Investor
Relations Alex Swan Jim Bauer 678-473-8327 678-473-2647 TANDBERG
Television: Media Relations Investor Relations Gay Bell Fraser Park
+44 208 964 9149 +44 238 048 4140 DATASOURCE: ARRIS CONTACT: Alex
Swan, Media Relations for ARRIS, +1-678-473-8327, , or Jim Bauer,
Investor Relations for ARRIS, +1-678-473-2647, ; Gay BEll, Media
Relations for TANDBERG Television, +44-208-964-9149, , or Fraser
Park, Investor relations for TANDBERG Television, +44-238-048-4140,
Web site: http://www.arrisi.com/ http://www.tandbergtv.com/
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