ARRIS Launches Voluntary Tender Offer for TANDBERG Television
February 15 2007 - 8:30AM
PR Newswire (US)
SUWANEE, Ga., Feb. 15 /PRNewswire-FirstCall/ -- ARRIS Group, Inc.
(NASDAQ:ARRS) today launched a tender offer for the shares of
TANDBERG Television ASA (Oslo: TAT). The agreement to launch the
tender offer of TANDBERG Television was previously announced on 15
January 2007. The transaction provides ARRIS the depth and scale to
prosper in the high growth video content creation, management and
delivery markets to complement its market leadership in voice over
IP and high speed data solutions. The offer values TANDBERG
Television at approximately US $1.2 billion at the exchange rate as
of 12 January 2007. The offer price of NOK 96 consists of at least
NOK 80 in cash and up to NOK 16 in shares of ARRIS other than
holders of 700 or less shares of TANDBERG Television, who will
receive all cash consideration. The aggregate purchase price is
expected to be approximately US $1.2 billion at the exchange rate
as of 12 January 2007. The transaction is expected to be completed
in the second quarter of 2007 and is subject to regulatory and
other customary approvals, as well as ARRIS' receiving valid and
unconditional acceptances of the offer from TANDBERG Television
shareholders representing more than 90% of the shares. The Board of
Directors of TANDBERG Television has unanimously recommended the
offer to its shareholders and further suggested that the
shareholders accept the ARRIS offer. 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 consumer device. ARRIS is a leading global
provider of VoIP, data broadband network equipment and consumer
premises devices; TANDBERG Television is a market leader in both
the digital video sector and the global video processing market
with 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 merged company will have a significant
global presence with over 1600 employees and more than 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 voluntary tender offer period currently
is scheduled from 15 February 2007 until 15 March 2007. For further
details regarding the tender offer see the actual tender offer
document. The offer document can also be downloaded from the ARRIS
website at http://www.arrisi.com/ after 9 AM EST, 3 PM CET, on 15
February 2007. About ARRIS and TANDBERG 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. 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.
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. DATASOURCE: ARRIS CONTACT: Jim Bauer of ARRIS
Investor Relations, +1-678-473-2647; or Paal Johnsen of Carnegie
Investment Bank, +47 22 00 93 81; or Ketil K. Jorgensen of Crux
Kommunikasjon AS, +47 93 03 68 66 Web site: http://www.arrisi.com/
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