SUWANEE, Ga., Sept. 29, 2015 /PRNewswire/ -- ARRIS Group Inc.
(NASDAQ: ARRS) today announced that its proposed acquisition of
Pace plc (LSE: PIC) received unconditional merger clearance from
the Portuguese Competition Authority. This clearance follows
pre-conditional clearance in Germany and South
Africa. ARRIS has now obtained clearance in response to
three of its six antitrust-related filings in connection with the
combination.
About ARRIS
ARRIS Group, Inc. (NASDAQ: ARRS) is a world leader in
entertainment and communications technology. Our innovations
combine hardware, software, and services across the cloud, network,
and home to power TV and Internet for millions of people
around the globe. The people of ARRIS collaborate with the world's
top service providers, content providers, and retailers to
advance the state of our industry and pioneer tomorrow's connected
world. Together, we are inventing the future. For more information,
visit www.arris.com.
For the latest ARRIS news:
- Check out our blog: ARRIS EVERYWHERE
- Follow us on Twitter: @ARRIS
Forward-Looking Statements
Statements made in this release related to the expected closing
date for the Pace combination and the expected impacts of the
acquisition 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, completion of the Pace
acquisition is subject to satisfaction of a number of conditions
outside of ARRIS's control, including receipt of necessary
regulatory approvals, and the approval of the shareholders of ARRIS
and Pace; ARRIS may fail to realize the expected benefits of the
acquisition of Pace; there may be negative effects relating to any
future announcements relating to the transaction; and ARRIS may
incur significant transaction costs and/or unknown liabilities with
respect to the acquisition. These factors are not intended to be an
all-encompassing list of risks and uncertainties that may affect
the proposed combination and/or ARRIS's business. Additional
information regarding these and other factors can be found in
ARRIS's reports filed with the Securities and Exchange Commission,
including its Form 10-Q for the year ended June 30,
2015. 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, except as required by law.
No Offer or Solicitation
This Report is provided for informational purposes only and does
not constitute an offer to sell, or an invitation to subscribe for,
purchase or exchange any securities or the solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in
this document in any jurisdiction in contravention of applicable
law.
Important Additional Information Regarding the Pace
Transaction Filed With the SEC
In connection with the proposed acquisition of Pace, it is
expected that the shares of ARRIS International ("New ARRIS") to be
issued by New ARRIS to Pace shareholders under the scheme will be
issued in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended, provided by
Section 3(a)(10) thereof. In connection with the issuance of
New ARRIS shares to ARRIS stockholders pursuant to the merger that
forms a part of the transaction, New ARRIS has filed with the SEC a
registration statement on Form S-4 that contains a prospectus of
New ARRIS as well as a proxy statement of ARRIS relating to the
merger that forms a part of the combination, which we refer to
together as the Form S-4/Proxy Statement.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM
S-4/PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE TRANSACTION CAREFULLY AND IN THEIR ENTIRETY,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION,
THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE
TRANSACTION. Those documents, if and when filed, as well as ARRIS's
and New ARRIS's other public filings with the SEC may be obtained
without charge at the SEC's website at www.sec.gov and at
ARRIS'S website at http://ir.arris.com. Security holders and other
interested parties will also be able to obtain, without charge, a
copy of the Form S-4/Proxy Statement and other relevant documents
by directing a request by mail to ARRIS Investor Relations, 3871
Lakefield Drive, Suwanee, GA 30024
or at http://ir.arris.com. Security holders may also read and copy
any reports, statements and other information filed with the SEC at
the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please
call the SEC at (800) 732-0330 or visit the SEC's website for
further information on its public reference room.
Participants in the Solicitation
ARRIS, its directors and certain of its executive officers may
be considered participants in the solicitation of proxies in
connection with the transactions contemplated by the Form S-4/Proxy
Statement. Information about the directors and executive officers
of ARRIS is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2014, which was filed with the SEC on
February 27, 2015, and its proxy statement for its 2015 annual
meeting of shareholders, which was filed with the SEC on
April 9, 2015. Other information regarding potential
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the Form S-4/Proxy Statement.
Pace and New ARRIS are each organized under the laws of
England and Wales. Some of the officers and directors of
Pace and New ARRIS are residents of countries other than
the United States. As a result, it
may not be possible to sue Pace, New ARRIS or such persons in a
non-US court for violations of US securities laws. It may be
difficult to compel Pace, New ARRIS and their respective affiliates
to subject themselves to the jurisdiction and judgment of a US
court or for investors to enforce against them the judgments of US
courts.
ARRIS and the ARRIS Logo are trademarks or registered
trademarks of ARRIS Enterprises, Inc. All other
trademarks are the property of their respective owners. ©
ARRIS Enterprises, Inc. 2015. All rights reserved.
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SOURCE ARRIS Group Inc.