ARRIS Announces Successful Completion of C-COR Acquisition
December 14 2007 - 5:00PM
PR Newswire (US)
Both Companies Receive Overwhelming Shareholder Backing to Create a
New Broadband Solutions Leader SUWANEE, Ga., Dec. 14
/PRNewswire-FirstCall/ -- ARRIS (NASDAQ:ARRS) today announced that
it has completed its acquisition of C-COR Inc. (NASDAQ:CCBL)
pursuant to the Merger Agreement signed on September 23, 2007. As
previously announced, the proposed merger was overwhelmingly
approved today by the shareholders of both ARRIS and C-COR with
approximately 98% of the shares voted cast in favor of the
transaction. As cable operators, telecom service providers and
pay-TV providers compete for subscribers, the triple play of voice,
data and video, and the eventual quad play with mobile, is driving
increased bandwidth demand and 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 macro-trends underpin the
combination of ARRIS and C-COR and will drive the future success
and growth of the new company. The combination of ARRIS and C-COR:
-- Creates a leading broadband solutions company with combined
sales of over $1.2 billion over the past twelve months -- Enhances
ARRIS financial profile with improved margins -- Expands the ARRIS
product portfolio and addressable market -- Diversifies revenue
across core customer relationships and enables deeper participation
in network infrastructure capacity spending -- Creates a global,
technologically diverse team with a broader and stronger platform
from which to drive portfolio expansion ARRIS expects to issue
former C-COR shareholders approximately $366 million in cash and
approximately 25.1 million shares of ARRIS common stock. As a
result of the average closing price of ARRIS' common stock for the
ten trading day period ending three trading days before the
closing, each share of C-COR will be converted into the right to
receive, either (i) a cash payment of $13.75 or (ii), 1.0245 shares
of ARRIS and a cash payment of $0.688. The stock portion of the
consideration, including the $0.688 cash payment per share, was
increased pursuant to the merger agreement to reflect the decrease
in the trading price of ARRIS' common stock after the execution of
the merger agreement. Immediately prior to the merger, C-COR issued
a redemption notice for its outstanding 3.5% Convertible Senior
Unsecured Notes due 2009, which notes were assumed by ARRIS in the
merger. The notes will be redeemed on January 14, 2008 if not
converted by the holders thereof prior to the redemption date. As a
result of the oversubscription of the cash consideration indicated
by the preliminary election results, the elections will be subject
to proration as described in the merger agreement to ensure that
approximately 51% of the C-COR shares receive cash and 49% receive
the stock consideration. Under the proration procedures, C-COR
shareholders who elected to receive all cash consideration for
their shares will receive a combination of cash and shares of ARRIS
common stock. A more complete description of the proration
procedures is contained in the joint proxy statement / prospectus
dated November 8, 2007 that was mailed to ARRIS and C-COR
shareholders on or about November 9, 2007. "I am extremely pleased
to announce that we have concluded this merger. This is a momentous
step for our shareholders, customers and employees who have made
this possible," said ARRIS Chairman and CEO Bob Stanzione. "As we
look forward, we believe the combined company will have the scale,
reach and technological depth to drive innovative solutions in the
market and garner a higher share of our customers' spending.
Today's announcement is just the beginning on some of the important
milestones we have set for ourselves." As previously announced,
Dave Woodle, C-COR CEO, will join the ARRIS Board of Directors.
About ARRIS ARRIS is a global communications technology company
specializing in the design, engineering and supply of technology
supporting triple- and quad-play broadband services for residential
and business customers around the world. The company supplies
broadband operators with the tools and platforms they need to
deliver reliable telephony, demand driven video, next-generation
advertising and high-speed data services. ARRIS products expand and
help grow network capacity with access and outside plant
construction equipment, reliably deliver voice, video and data
services and assure optimal service delivery for end customers.
Headquartered in Suwanee, Georgia, USA, ARRIS has R&D centers
in Atlanta, Chicago, Beaverton, Wallingford, State College, Ireland
and China, and operates support and sales offices throughout the
world. Information about ARRIS products and services can be found
at http://www.arrisi.com/. Forward-looking statements: Statements
made in this press release, including those related to prospects
for ARRIS following the completion of the C-COR acquisition, the
general market outlook and the outlook for industry trends are
forward-looking statements. These statements involve risks and
uncertainties that may cause actual results to differ materially
from those set forth in these statements. Among other things: --
because the market in which ARRIS operates is volatile, actions
taken and contemplated may not achieve the desired impact relative
to changing market condition and the success of these strategies
will be dependent on the effective implementation of those plans
while minimizing organizational disruption; and -- acquisitions
involve a number of risks including customer and vendor acceptance,
the possibilities of complications and personnel loss as part of
the integration process, and the ultimate achievement of the
strategic objectives. In addition to the factors set forth
elsewhere in this release, other factors that could cause results
to differ from current expectations include: the impact of rapidly
changing technologies; the impact of competition on product
development and pricing; the ability of ARRIS to react to changes
in general industry and market conditions including regulatory
developments; rights to intellectual property, market trends and
the adoption of industry standards; and consolidations within the
telecommunications industry of both the customer and supplier base.
These factors are not intended to be an all- encompassing list of
risks and uncertainties that may affect the Company's business.
Additional information regarding these and other factors can be
found in ARRIS' reports filed with the Securities and Exchange
Commission, including its Form 10-Q for the quarter ended September
30, 2007. In providing forward-looking statements, the Company
expressly disclaims any obligation to update publicly or otherwise
these 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 Alex Swan of ARRIS Media
Relations, +1-678-473-8327, Mobile, +1-404-307-5485, Web site:
http://www.arrisi.com/
Copyright
ARRIS International plc (NASDAQ:ARRS)
Historical Stock Chart
From May 2024 to Jun 2024
ARRIS International plc (NASDAQ:ARRS)
Historical Stock Chart
From Jun 2023 to Jun 2024