SUWANEE, Ga. and STATE COLLEGE, Pa., Sept. 23
/PRNewswire-FirstCall/ -- ARRIS Group Inc. (NASDAQ:ARRS) and C-COR
Incorporated (NASDAQ:CCBL) announced today that they entered into a
definitive agreement whereby ARRIS will acquire C-COR for a
purchase price of approximately $730 million in a mix of cash and
ARRIS stock. With over 250 customers around the world, the
companies collectively reported revenues of over $1.2 billion over
the past twelve months and the merged company will be the largest
pure-play provider of equipment and solutions to the cable
industry. As cable operators, telcos and satellite TV providers
compete for subscribers, the triple play of voice, data and video,
and the eventual quad play with mobile, is driving an increased
demand for bandwidth and the need for advanced video management
solutions. Additionally, as new services such as IP telephony, high
definition television and on-demand television emerge, the pressure
on bandwidth will increase further, pushing network capacity
requirements higher and higher. These trends support the
combination of ARRIS and C-COR and will drive the future success
and growth of the new company with its highly scalable, revenue
producing technologies for high speed data, telephony, optical and
network access infrastructure and video management solutions. The
combination of ARRIS and C-COR: -- Creates the leading pure play
cable solutions company with over $1.2 billion in sales over the
past twelve months -- Expands ARRIS' product portfolio and
addressable market and enhances its video growth opportunities --
Improves competitive positioning versus diversified industry
suppliers -- Diversifies revenue across core customer relationships
and enables deeper participation in network infrastructure capacity
spending -- Creates a global technologically diverse engineering
team with a broader and stronger platform from which to drive
portfolio expansion -- Enhances financial profile with improved
margin expansion Transaction Terms Under the terms of the
definitive agreement, approved by the Boards of Directors of both
companies, each share of common stock of C-COR will be converted
into the right to receive, at the election of each of the
individual holders of C-COR shares, either (i) a cash payment of
$13.75 or (ii) 0.9642 shares of ARRIS, subject to pro ration if the
elections exceed approximately 51% in cash or 49% in stock. The
stock component of the consideration is subject to a collar if the
average price of ARRIS stock for a ten trading day period ending
three days prior to closing is greater than $15.69 or less than
$12.83. The merger consideration of $13.75 per C-COR share
represents approximately a 19% premium to the 30 day trading
average of C-COR common stock and a 39% premium to the closing
price of C-COR common stock on September 21, 2007. Subject to
affirmative approval of both ARRIS and C-COR shareholders,
Hart-Scott-Rodino approval and other clearances, the transaction is
expected to close in January 2008. Bob Stanzione, ARRIS Chairman
and CEO, said, "ARRIS and C-COR have had a long standing business
relationship. The complementary nature of our portfolios has led us
to interact often in supporting our common customers. The
combination of our two businesses will create the leading pure play
solutions provider to the global cable industry offering a full
suite of IP telephony, high speed data, video infrastructure and
video management solutions. The combined company will be extremely
well positioned to deliver cross-platform solutions aimed at key
customer spending initiatives including switched digital video,
next generation video on-demand and digital advertising
infrastructure. The combination also enables us to build on our
leadership positions in cable IP telephony, cable optical and
access infrastructure and cable modem termination systems. Further,
this combination will allow us to be at the forefront of innovation
within our industry and will enable us to introduce products and
solutions that neither company would be able to develop alone."
David Woodle, Chairman and CEO of C-COR, said, "ARRIS' proven track
record, complementary market positions, strong balance sheet and
stellar industry reputation make the combination attractive for our
customers, shareholders and employees. Combining these two
companies allows us to transcend what we have accomplished
individually." Woodle added, "ARRIS is the best strategic partner
for C-COR, allowing us to better serve our worldwide customers with
an extensive footprint and as a result we are extremely excited
about the potential of this combined company going forward and the
value creation it represents. Moreover, with the significant stock
component offered in the transaction, C-COR's shareholders have a
meaningful opportunity to participate in realization of that
value." "We anticipate that the transaction will improve our
financial profile, in particular our gross margins", said David
Potts, Chief Financial Officer, ARRIS. "Our combined customer
profile also provides us with significant cross selling
opportunities. Furthermore, we anticipate that the combined company
should enjoy the advantages of economies of scale. With respect to
the capital structure, very importantly, the transaction was
structured to ensure that the combined company will have a robust
balance sheet to support operations and provide the flexibility to
pursue other strategic initiatives." UBS Investment Bank is acting
as financial advisor and Troutman Sanders LLP is acting as legal
advisor to ARRIS in connection with the transaction. Merrill Lynch
& Co. is acting as financial advisor and Ballard Spahr Andrews
& Ingersoll, LLP is acting as legal advisor to C-COR.
Conference Call and Webcast A joint conference call and webcast
with a presentation and discussion of this transaction will be held
at 8:30 AM. Eastern Time, September 24, 2007. The conference call
will be broadcast live via the Internet at:
http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=87823&eventID=1657032
(To view this web page, copy and paste the URL into your browser.)
Presentation materials for the call will also be available for
viewing at both the ARRIS (http://www.arrisi.com/ and C-COR
(http://www.c-cor.com/) Investor Relations websites. Those wishing
to participate in the conference call via the telephone may dial-in
at 800-329-9097, international (617) 614-4929, access code:
72341588. A telephone replay will be available from 10:30 am
Eastern Time on September 24, 2007 through midnight, Eastern Time
October 01, 2007 by dialing 888-286-8010, international (617)
801-6888 access code: 26425626. The conference call replay will
also be available via webcast through the ARRIS Investor Relations
website at http://www.arrisi.com/ and the C-COR Investor Relations
website at http://www.c-cor.com/. About ARRIS ARRIS provides
broadband local access networks with best-in-class video,
high-speed data, mobile and fixed-line telephony systems for the
delivery of voice, video and data to their residential and
small-to-medium sized business customers. ARRIS complete solutions
enhance the reliability and value of converged services from the
network to the end-user. Additionally, ARRIS provides a complete
set of tools and cable system infrastructure products.
Headquartered in Atlanta, Georgia, USA, ARRIS has R&D centers
in Atlanta, Chicago, Cork, Ireland and Shenzhen, China and operates
support and sales offices throughout the world. ARRIS common stock
is listed on the NASDAQ Global Market (Symbol: ARRS). For
additional information regarding ARRIS, visit
http://www.arrisi.com/. About C-COR C-COR enables its global
customer base to confidently grow, manage and deliver
next-generation products and services to consumers. The Company's
integrated access and management platforms deliver highly reliable
and flexible voice, video and data, and support quick launch and
cost effective scaling of new services. C-COR's common stock is
listed on the NASDAQ Global Market (Symbol: CCBL). For additional
information regarding C-COR, visit http://www.c-cor.com/.
Forward-Looking Statements This press release contains
forward-looking statements. These statements discuss, among others,
plans for future products; growth in the cable equipment market;
growth in demand for high speed access, statements regarding
performance following completion of the acquisition; including with
respect to financial profile and margins, the ability to drive
strategic benefits; and the timeframe during which the acquisition
is expected to close. Statements regarding future events are based
on the parties' current expectations. 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. Actual results may
differ materially from those contained in any forward looking
statement. Specific factors that could cause such material
differences include, among other things, shareholder approval of
the acquisition, regulatory approval of the acquisition, the
potential impact on the business of C-COR due to uncertainty about
the acquisition, the retention of employees of C-COR, the ability
of ARRIS to successfully integrate C-COR's opportunities,
technology, personnel and operations, and customer demand for our
products. The above listing of factors is representative and is not
intended as an all-encompassing list of such factors. For
additional factors please see our Form 10-Q for the quarter ended
June 30, 2007. We disclaim any obligation to update forward-looking
statements, whether as a result of new information, future events
or otherwise. Additional Information and Where to Find It In
connection with the proposed combination of ARRIS and C-COR, ARRIS
will file with the SEC a registration statement on Form S-4, which
will include a proxy statement of C-COR and a proxy statement and
prospectus of ARRIS. Shareholders are urged to read the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available, because it will contain important information.
Shareholders will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing
information about ARRIS and C-COR, without charge, at the SEC's
internet site (http://www.sec.gov/). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, by directing a request to
ARRIS Group Inc, 3871 Lakefield Drive, Suwanee, Georgia 30024,
Attention: Investor Relations (678) 473-2647, or to C-COR, 60
Decibel Road, State College, Pennsylvania 16801, Attention:
Director of Investor Relations (800) 233-2267 ext. 4402.
Participants in the Solicitation ARRIS, C-COR and their respective
directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the
proposed combination. Information regarding ARRIS' directors and
executive officers is available in the Proxy Statement with respect
to ARRIS' 2007 Annual Meeting of Stockholders filed by ARRIS with
the SEC on April 9, 2007. Information regarding C-COR's directors
and executive officers is available in the Proxy Statement with
respect to C-COR's 2006 Annual Meeting of Stockholders filed by
C-COR with the SEC on September 15, 2006. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available. DATASOURCE: ARRIS Group Inc.
CONTACT: Jim Bauer, Investor Relations, +1-678-473-2647, , or Alex
Swan, Press, +1-678-473-8327, Mobile, +1-404-307-5485, , both of
ARRIS; or Sally Thiel, Investor Relations, +1-814-231-4402,
sthiel@c-cor-com, or Jo Ann Lehtihet, Press, +1-814-231-4438,
Mobile, +1-814-777-3563, , both of C-COR Web site:
http://www.arrisi.com/ http://www.c-cor.com/
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