SUWANEE, Ga., Jan. 4, 2016 /PRNewswire/ -- ARRIS
International plc (NASDAQ: ARRS), the new parent company of ARRIS
Group, Inc., today completed its $2.1B (£1.4B) acquisition of Pace plc – combining
the two companies' strengths in entertainment and communications
delivery.
The transaction combines the strengths of both companies on a
global scale—broadening ARRIS's worldwide CPE leadership with a
competitive stake in satellite communications; leveraging new
synergies in telco TV; expanding its cloud, network, home, and
services portfolio; and increasing its collaboration with the
world's leading service providers. In addition to CPE, the
combination further establishes ARRIS as a global leader in
HFC/Optics, complementing its established CMTS leadership
position.
ARRIS acquired Pace with a combination of stock and cash. The
newly combined company is incorporated in the U.K., with
operational and worldwide headquarters remaining in Suwanee, GA, USA. ARRIS International's shares
are listed on the NASDAQ stock exchange under the ticker symbol
ARRS. ARRIS shareholders will own approximately 76 percent of the
new company, with former Pace shareholders owning the remaining 24
percent. Based on current information, including the closing price
for the ARRIS Group shares on January
4, initial analysis indicates that the transaction will not
be taxable to U.S. holders of the former ARRIS Group
shares. However, final information regarding the aggregate
stockholder basis as of the closing of the transaction in the
former ARRIS Group shares and applicable earnings and profits will
not be available for some time, and the current expectation as to
the taxable nature of the transaction may change. ARRIS will
communicate and post on the investor relations portion of its web
site any changes in the determination, and the final determination
will be made and announced by ARRIS following the end of the 2016
tax year.
"ARRIS is investing in our industry's next stage of growth. This
acquisition enables us to scale our leadership and innovation to
transform global entertainment and communications for millions of
people," said Bob Stanzione,
Chairman and CEO of ARRIS. "Our combined organization unites two of
the strongest leadership and engineering teams in the
industry—giving us the scale, expertise, and technology to make
ARRIS, more than ever before, the partner of choice for the world's
leading service providers. Together with our customers, we're
creating a world of connected, personalized entertainment and
communications that blend seamlessly into our everyday lives."
Bob Stanzione will lead the
combined organization as Chairman and CEO. The ARRIS Board of
Directors will remain unchanged.
About the Acquisition
The acquisition is expected to
create $0.65 – $0.75 Non-GAAP EPS accretion in the next 12
months. ARRIS expects to benefit from improved product, company,
and operational expenditures, a reduced tax rate, and a strong,
flexible balance sheet.
ARRIS will provide additional information on its February 17th earnings call.
About ARRIS
ARRIS International plc (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
This press release contains
forward-looking statements concerning the taxability of the
transaction and the expected benefits, including the expected
non-GAAP EPS accretion. Forward-looking statements speak only as to
the date of the document and may be identified by the use of
forward-looking terms such as "may", "will", "expects", "believes",
"anticipates", "plans", "estimates", "projects", "targets",
"forecasts", "outlook", "impact", "potential", "confidence",
"improve", "optimistic", "deliver", "comfortable", "trend" and
"seeks", or the negative of such terms or other variations on such
terms or comparable terminology. These forward-looking statements
are subject to risks and uncertainties that may cause actual
results to differ materially from those indicated in the
forward-looking statements. Such risks and uncertainties include,
but are not limited to, the failure to realize the expected
benefits of the combination, additional information available only
after the transaction close that may impact the taxable nature of
the transaction to stockholders, significant transaction costs
and/or unknown liabilities, changes in tax laws or their
interpretation or application, regulations, rates and policies,
customer reaction to the combination, general economic and business
conditions that affect the combined company, changes in global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, future business
combinations or disposals and competitive developments. These
factors are not intended to be an all-encompassing list of risks
and uncertainties. Additional information regarding these and other
factors can be found in ARRIS's reports filed with the SEC,
including the Quarterly Report on Form 10-Q for the period ended
September 30, 2015 filed by ARRIS
Group, Inc. (as predecessor to ARRIS International) and the Form
S-4 (file no. 333-205442) filed by ARRIS. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this release
could cause ARRIS's plans for the combined company, actual results,
performance or achievements, industry results and developments to
differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this document are
therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
document. ARRIS expressly disclaims any obligation to release
publicly any revisions to forward-looking statements as a result of
subsequent events or developments, except as required by law.
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. 2016. All rights reserved.
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SOURCE ARRIS Group, Inc.