UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 16, 2015
ARRIS Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-31254 |
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46-1965727 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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3871 Lakefield Drive, Suwanee, Georgia |
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30024 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: 678-473-2000
Not Applicable
Former
name or former address, if changed since last report
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On October 16, 2015, ARRIS Group, Inc. issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT NUMBER |
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DESCRIPTION |
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99.1 |
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Press release, dated October 16, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ARRIS Group, Inc. |
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By: |
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/s/ Patrick W. Macken |
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Patrick W. Macken Senior Vice President,
General Counsel and Secretary |
Date: October 16, 2015
INDEX TO EXHIBITS
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EXHIBIT NUMBER |
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DESCRIPTION |
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99.1 |
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Press release, dated October 16, 2015. |
Exhibit 99.1
ARRIS UPDATED STATUS OF MERGER-CONTROL PROCEEDINGS FOR PACE TRANSACTION
SUWANEE, GA October 16, 2015 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 Divisions 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 Divisions 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 worlds top service providers, content providers, and retailers to advance the state of our
industry and pioneer tomorrows 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 SECs 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 SECs 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.
Contact:
Bob Puccini
ARRIS Investor Relations
720-895-7787
bob.puccini@arris.com
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