SUWANEE, Ga., Oct. 16, 2015 /PRNewswire/ -- ARRIS
Group, Inc. (NASDAQ: ARRS), today provided an update on the
status of the required merger-control clearances in connection with
the pending Pace transaction. As previously disclosed, ARRIS
and Pace have received the required clearances from regulators in
Germany, Portugal and South
Africa and have received requests for additional information
from the Antitrust Division of the U.S. Department of Justice (the
"Antitrust Division"), as well as regulators in Brazil and Colombia. The parties
continue to work to respond to these additional requests. As
a result of the continuation of the process, ARRIS now believes
that the closing of the transaction will not occur until late
December or the first quarter of 2016.
ARRIS continues to believe that it will be able to obtain the
necessary clearances, although no assurance can be provided that
all required approvals will be obtained. The Antitrust Division's
current focus appears to be on certain optical transmission
products of ARRIS and Pace. It is possible that, as a
condition to the approvals, the governmental agencies may impose
requirements, conditions or limitations on ARRIS' business after
the completion of the transaction which may include a divestiture.
Such requirements could further delay the completion of the
transaction or reduce the anticipated benefits of the
combination.
"While we are disappointed in the potential delay in the timing
for completion," commented Bob
Stanzione, ARRIS Chairman and CEO, "we believe that even if
conditions are imposed, the transaction remains in the best
interests of the shareholders. Based on our current understanding
of the Antitrust Division's areas of continued focus and given the
opportunities for the combined business and the potential
synergies, we believe that the non-GAAP EPS accretion ranges for
the first 12 months following the combination, previously estimated
and disclosed by ARRIS, continue to remain possible."
About ARRIS
ARRIS Group, Inc. (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.
No Offer or Solicitation
This release 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.
Forward-Looking Statements
Statements made in this press release, including those related
to the timing for the closing of the transaction, the timing and
process for, and likelihood of, receiving the required merger
control clearances, and the potential synergies and opportunities
and expected accretion are forward-looking statements. Actual
results may differ materially from the results suggested by these
statements for a variety of reasons, including decisions made by
regulatory authorities; the requirements, conditions and
limitations imposed by regulatory authorities upon ARRIS and its
business after completion of the transaction; should ARRIS decide
to divest a business or portion of a business, the uncertainties
regarding any sale process, including price and timing; and the
other risk factors described in ARRIS' definitive proxy statement
filed with the Securities & Exchange Commission on September 15, 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.
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'
and New ARRIS' other public filings with the SEC may be obtained
without charge at the SEC's website at www.sec.gov and at
ARRIS' 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.
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SOURCE ARRIS Group, Inc.