UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
|
|
Preliminary Proxy Statement
|
|
|
¨
|
|
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
¨
|
|
Definitive Proxy Statement
|
|
|
¨
|
|
Definitive Additional Materials
|
|
|
x
|
|
Soliciting Material Pursuant to §240.14a-12
|
ARRIS International plc
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
x
|
|
No fee required.
|
|
|
¨
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
|
|
¨
|
|
Fee paid previously with preliminary material.
|
|
|
¨
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
(1)
|
|
Amount previously paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
Copyright
2017 – ARRIS Enterprises, LLC. All rights reserved Manager Pack: CommScope to Acquire ARRIS 8 November 2018 ARRIS CONFIDENTIAL
- INTERNAL USE ONLY
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Shaping the Future of Connectivity ARRIS Internal Confidential 3 • In a joint
news release with CommScope, we announced today that CommScope will acquire ARRIS. • Both ARRIS and CommScope believe that
shaping the next era of connectivity is an unprecedented global opportunity, and we both need a broader set of products and services
that can help our customers achieve their goals. – Our combined portfolio will span wired and wireless networks; gigabit
broadband access for consumer and business; breakthrough LTE and 5G small-cell technology; private network technology for industrial,
enterprise and public venues; and cutting-edge connected and smart homes. – Through this transaction, we will have customers
in more than 150 countries and will create a global industry leader with greater than $11 billion in combined revenues. –
ARRIS will become part of an even stronger technology powerhouse, with a nearly 30,000 employees combined globally, a pool of
approximately 15,000 patents, and approximately $800 million in average annual R&D spend. • We share a deep commitment
to technology excellence, and our cultures are a terrific match -- both companies are driven by innovation and putting our customers
first.
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Shaping the Future of Connectivity “CommScope is an ideal partner for ARRIS,
and we are excited for what this combination will deliver for our customers, partners, and employees around the world. Today’s
agreement is a testament to the strength of ARRIS: Our leading technology, talented employees, and established competitive position.
ARRIS will become part of an even stronger, more global industry leader, and I look forward to working with the CommScope team
to achieve great results for the combined company.” -- Bruce McClelland ARRIS Internal Confidential 4
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Next Steps • Acquisition close expected in first half 2019 • Until closing,
ARRIS and CommScope will continue to operate as independent companies • No immediate change to our daily operations, and
our priorities remain the same • After close, CommScope and ARRIS will begin integration • ARRIS Town Hall on Friday,
November 9, with opportunity for Q&A ARRIS Internal Confidential 5 Focus on delivering a strong 2018!
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Refer External Inquiries • Only authorized ARRIS leaders are to speak on behalf
of the Company • Forward inquiries from reporters, bloggers, and industry analysts to Jeanne Russo, ARRIS Communications
• Forward inquiries from financial analysts to Bob Puccini, ARRIS Investor Relations ARRIS Internal Confidential 6
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A - Transaction • What are the strategic and financial benefits of the
transaction? – We are excited about what this will provide to all of our stakeholders, and we look forward to working together
to deliver those benefits as efficiently and seamlessly as possible. – For our shareholders, CommScope’s offer is
financially compelling and provides immediate and substantial cash value for their ARRIS shares. • The offer price of $31.75
represents a premium of approximately 27 percent to the volume weighted average closing price of ARRIS’ common stock for
the 30 trading days ended October 23, 2018, the day prior to market rumors regarding a potential transaction. – CommScope
is also global leader in network connectivity and mobility solutions with a strong vision that aligns with ours. – CommScope
and ARRIS are ideal partners with a unique set of complementary assets and capabilities that will enable end-toend communications
infrastructure solutions, something that neither company could otherwise achieve on its own. – The two companies will bring
together a unique set of complementary assets and capabilities that enable end-to-end communications infrastructure solutions,
such as: • Converged small cell solutions for licensed and unlicensed wireless spectrum • Complementary wired and wireless
communications infrastructure • Integrated broadband access • Private network solutions for industrial, enterprises
and public venues • Comprehensive connected and smart home solutions – With CommScope, we expect to further advance
ARRIS’s strategy to drive innovation across our iconic brands and pioneer the standards and pathways for tomorrow’s
personalized, connected always-on consumer experience. – We are confident that this combination will create opportunities
for all of our stakeholders as we become part of an even stronger, more global company. ARRIS Internal Confidential 7
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A – Transaction • How does this acquisition fit with ARRIS’s
strategy? – This combination will create a growth-oriented, innovative company focused on shaping the communications networks
of the future and leading the coming transformation of networks. – With additional scale, the combined company expects to
increase its total product addressable market to more than $60 billion. – CommScope and ARRIS will bring together a unique
set of complementary assets and capabilities that enable end-toend wired and wireless communications infrastructure solutions
that neither company could otherwise achieve on its own. • What are the details of the transaction? – CommScope is
acquiring the outstanding shares of ARRIS for $31.75 per share. – This is an all cash transaction that represents a total
enterprise value of approximately $7.4 billion. – We are pleased with the terms of the transaction and the compelling valuation
we achieved. • How is this transaction being funded? – CommScope has fully committed financing for the transaction,
as well as a $1 billion preferred equity investment from The Carlyle Group, one of the world’s largest investment firms.
– Carlyle has had a longstanding relationship with CommScope and as noted in the press release, they believe in the company’s
long-term vision, strategy and ability to deliver results. ARRIS Internal Confidential 8
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A – Closing / Approvals • When do you expect this transaction to
close? What approvals are required? } – The transaction is expected to close in the first half of 2019, subject to regulatory
approvals, an ARRIS shareholder vote, and other customary closing conditions. • Will ARRIS be re-domiciled in the US? –
The combined company will be domiciled in the US. • What countries will need to approve this transaction for the deal to
close? – At signing it's believed that regulators in the US, European Union, Russia, Mexico, Chile, and South Africa will
need to approve the transaction. ARRIS Internal Confidential 9
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A - Operations / Integration • How will ARRIS operate within CommScope?
Will it be a separate business? – We have only just announced our intent to combine companies. It would be premature to
finalize organizational and structural details. – Until the completion of the transaction, we will continue to operate as
two separate and independent companies. – The two companies will work together to determine the best go-to-market strategy
and organizational structure. • Is there any part of the ARRIS business that isn’t being acquired by CommScope? –
CommScope is acquiring all of the ARRIS business. – This transaction brings together a unique set of complementary assets
and capabilities that enable end-to-end communications infrastructure solutions. – We are excited for what this combination
will deliver for our customers, partners and employees around the world. • What happens now until the end of the transaction’s
close? – It will be business as usual and ARRIS and CommScope will continue to operate as independent and separate companies.
– ARRIS’s customers, suppliers and partners will continue to rely on the company’s excellent service, and their
points of contact at ARRIS remain the same. ARRIS Internal Confidential 10
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A - Operations / Integration • How long will integration take to complete?
What drives your confidence in your ability to successfully integrate this transaction? – CommScope and ARRIS both have
strong track records of successfully integrating acquisitions. – Both CommScope and ARRIS are focused on making the transition
as smooth as possible for employees at all levels of the business. – We will keep you updated on our progress in bringing
these two companies together as we move forward. • Will ARRIS continue to operate in Suwanee, GA? – It is too soon
to discuss specifics about any possible post-close plans, but the company expects to maintain a significant presence in Suwanee,
GA. • From where do you expect cost synergies to come? – We expect cost synergies to come primarily as a result of:
• SG&A functional savings • Procurement and supply chain efficiencies ARRIS Internal Confidential 11
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A - Leadership and Personnel Changes • Who will lead the combined company?
Does CommScope intend to retain the current ARRIS senior management team? – CommScope has deep respect for the ARRIS management
team. – Upon completion of the transaction, the combined company will be overseen by an experienced Board of Directors and
led by a management team that leverage the strengths of both companies. – Eddie Edwards will continue in his role as president
and chief executive officer of CommScope, with Bruce McClelland and other members of the ARRIS leadership team joining the combined
company. – Two representatives from The Carlyle Group will also be joining the CommScope Board of Directors upon completion
of the transaction. • What does this mean for employees? – This acquisition is about growth for the new company. The
two companies have complementary capabilities and minimal overlap. – With approximately 30,000 employees, the combined company
will serve a more diverse base of customers and generate substantial value for our shareholders. – We expect this will open
up new growth and career opportunities for talented employees. • How will this transaction impact future R&D? –
Both companies prioritize innovation and creative problem solving for our customers – it is a key element of this transaction.
– In fact, our combined average annual R&D investment will be approximately $800 million. • How will this transaction
impact ARRIS product development activities? Will any products in development be cancelled? – ARRIS will continue to develop
innovative products and services per the current roadmaps. ARRIS Internal Confidential 12
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A - Customer/Channel/Supplier Impact • Do CommScope and ARRIS have customers
in common? – Yes, with its vast combined customer base around the world, CommScope and ARRIS share some telco, cable and
enterprise customers. – However, the products and solutions we sell are complementary, not competitive. – As such,
this combination makes us much more relevant to existing customers and partners and improves our overall value proposition to
new customers and partners, helping us grow. • What can customers/partners expect in the interim? Will there be any changes
in the way you support them? – Our customer and partners can expect us to continue fully supporting all of their current
initiatives. – We will continue to provide the same service, quality and reliability they have come to expect from ARRIS.
– Between now and closing, it will remain business as usual and we will continue to operate as separate and independent
entities. • Is there overlap between the ARRIS enterprise channel and the CommScope channel? How do you plan to address this?
– CommScope has a global enterprise direct sales team, along with an extensive global partner network that includes enterprise
channel partners. – While our two companies may share some channel partners, the products and solutions we sell are generally
complementary, not competitive. • How will this transaction affect both ARRIS’s and CommScope’s supplier relationships?
Do you have plans for changes? – Until the closing of the transaction, which we expect in the first half of 2019, CommScope
and ARRIS will operate as separate companies and it is business as usual. – We continually optimize our supplier partnerships
to remain competitive in today’s environment. ARRIS Internal Confidential 13
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A - Marketing • What will happen to the ARRIS brands? Will CommScope keep
the Ruckus Networks brand? What will CommScope call the business and portfolio after completing the transaction? – It’s
too soon to address branding. We’ve just announced the transaction and must still operate as two independent and separate
companies. – However, CommScope recognizes that there is significant relevance and equity in many of the ARRIS brands –
and in particular the Ruckus brand and that it plays an important role in our successful relationships with channel partners,
distributors and customers. – ‘The Dog’ is an important brand icon, so let’s keep making noise! ARRIS
Internal Confidential 14
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Q&A - Compensation and Benefits • Will ARRIS maintain its employee benefits?
Will 2019 Benefits Open Enrollment take place for US employees? – ARRIS will continue, business as usual, with its employee
benefits plan until close. US Open Enrollment will take place as planned. We will communicate more information about CommScope
benefits at a later date. • How does this impact the ARRIS 2018 Bonus Plan? – ARRIS will pay out its 2018 Bonus Plan
in Q1 2019, as previously scheduled. • What will happen to ARRIS stock? ARRIS employees’ Restricted Stock Units (RSUs)?
– Upon the close, ARRIS shares that you currently own will be cashed out as part of the acquisition at a price of $31.75
per share. – Your remaining unvested restricted stock units (RSUs) will generally be treated as follows: 50% of outstanding
RSUs will also be cashed out at closing, and the remaining 50% will be converted into RSUs to acquire CommScope shares. Vesting
and the other terms will remain the same. • Will CommScope honor employees’ years of service? – Yes, ARRIS employees’
years of service – including years of service from previous acquired companies -- will be honored by CommScope. ARRIS Internal
Confidential 15
Copyright 2018 –
ARRIS Enterprises, LLC. All rights reserved Forward-Looking Statements • This presentation includes forward-looking statements
that reflect the current views of CommScope or the Company with respect to future events and financial performance, including
the proposed acquisition by CommScope Holding Company, Inc. (“CommScope”) of ARRIS International plc (“ARRIS”
or the “Company”). These statements may discuss goals, intentions or expectations as to future plans, trends, events,
results of operations or financial condition or otherwise, in each case, based on current beliefs of the management of CommScope
and/or the Company, as well as assumptions made by, and information currently available to, such management. These forward-looking
statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,”
“expect,” “project,” “projections,” “plans,” “potential,” “anticipate,”
“should,” “could,” “designed to,” “foreseeable future,” “believe,”
“think,” “scheduled,” “outlook,” “target,” “guidance” and similar
expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not
intended to be all-inclusive. • These forward-looking statements are subject to various risks and uncertainties, many of
which are outside of the control of CommScope and the Company, including, without limitation: failure to obtain applicable regulatory
approvals in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the proposed transactions;
the risk that the Company will be required to pay the termination fee under the Bid Conduct Agreement; the potential impact of
announcement or consummation of the proposed acquisition on relationships with third parties, including customers, employees and
competitors; uncertainties as to the timing of the transaction; the possibility that competing offers will be made; any statements
of belief and any statements of assumptions underlying any of the foregoing; and other factors beyond the control of CommScope
and/or the Company. • These and other factors are discussed in greater detail in the reports filed by CommScope and the Company
with the U.S. Securities and Exchange Commission, including the Company’s Quarterly Report on Form 10-Q for the period ended
June 30, 2018 and CommScope’s Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Reports on Form
10-Q for the periods ended June 30, 2018 and September 30, 2018. Although the information contained in this presentation represents
the best judgment of CommScope and/or the Company as of the date of this presentation based on information currently available
and reasonable assumptions, neither CommScope nor the Company can give any assurance that the expectations will be attained or
that any deviation will not be material. Given these uncertainties, the Company cautions you not to place undue reliance on these
forward-looking statements, which speak only as of the date made. Neither CommScope nor the Company is undertaking any duty or
obligation to update this information to reflect developments or information obtained after the date of this report, except as
otherwise may be required by law. • Important Additional Information Regarding the Transaction and Where to Find It In connection
with the proposed transaction, ARRIS will prepare a proxy statement to be filed with the Securities and Exchange Commission (the
“SEC”). When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of ARRIS.
INVESTORS AND STOCKHOLDERS OF ARRIS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION,
INCLUDING ARRIS’ PROXY STATEMENT WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT
TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE TRANSACTION
AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those documents, if and when filed, as well as ARRIS’ other public filings
with the SEC may be obtained without charge at the SEC’s web site, http://www.sec.gov, or at ARRIS’ website at http://ir.arris.com.
ARRIS’ stockholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement
and other relevant documents (when available) by directing a request by mail to ARRIS Investor Relations, 3871 Lakefield Drive,
Suwanee, GA 30024 or at http://ir.arris.com. • Participants in the Solicitation ARRIS and its directors and certain of its
executive officers, and CommScope and its directors and certain of its executive officers, may be deemed to be participants in
the solicitation of proxies from ARRIS’ stockholders in connection with the proposed transaction. 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, 2017,
which was filed with the SEC on March 23, 2018, and its proxy statement for its 2018 annual meeting of stockholders, which was
filed with the SEC on March 23, 2018. Information about the directors and executive officers of CommScope is set forth in the
proxy statement for CommScope’s 2018 annual meeting of stockholders, which was filed with the SEC on March 20, 2018. Additional
information regarding potential participants in the solicitation of proxies from ARRIS’ stockholders and a description of
their direct and indirect interests, by security holdings or otherwise, will be included in ARRIS’ proxy statement when
it is filed. ARRIS Internal Confidential 16
THANK YOU Copyright
2018 – ARRIS Enterprises, LLC. All rights reserved
This combination brings
together a unique set of complementary assets and capabilities that enable end-to-end communications infrastructure solutions.
1$22.54 per share as of October 23, 2018, the day prior to news of the potential transaction leaking to the media; 2Based on unaffected
date; 3Subject to regulatory approvals in various jurisdictions, an ARRIS shareholder vote, and other customary closing conditions;
4Last Twelve Months as of 9/30/2018 40.9% to unaffected share price1 30.4% to 1-month VWAP2 COMPELLING PREMIUM ~$11bn+ LTM revenue4
COMBINED COMPANY ~$60bn product addressable market Solves customers’ business challenges by providing endto- end solutions
and insights across the entire value chain. ARRIS’ technology powers entertainment and communications for billions of people
and devices around the world. At the forefront of shaping infrastructure, products and solutions that enhance people’s lives.
By focusing on building stronger connections and shaping networks of the future, CommScope is making communication faster, easier
and more efficient for today’s always-on world. + COMMSCOPE TO ACQUIRE ARRIS MAXIMIZING VALUE FOR ARRIS SHAREHOLDERS 1H
20193 expected close $31.75 per share consideration $7.4bn transaction value All Cash Acquisition with fully committed financing,
including $1bn preferred equity investment from The Carlyle Group
FORWARD-LOOKING STATEMENTS
This Current Report includes forward-looking statements that reflect the current views of CommScope or the Company with respect
to future events and financial performance, including the proposed acquisition by CommScope Holding Company, Inc. (“CommScope”)
of ARRIS International plc (“ARRIS” or the “Company”). These statements may discuss goals, intentions
or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based
on current beliefs of the management of CommScope and/or the Company, as well as assumptions made by, and information currently
available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases
as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,”
“plans,” “potential,” “anticipate,” “should,” “could,” “designed
to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,”
“target,” “guidance” and similar expressions, although not all forward-looking statements contain such
terms. This list of indicative terms and phrases is not intended to be all-inclusive. These forward-looking statements are subject
to various risks and uncertainties, many of which are outside of the control of CommScope and the Company, including, without
limitation: failure to obtain applicable regulatory approvals in a timely manner, on acceptable terms or at all, or to satisfy
the other closing conditions to the proposed transactions; the risk that the Company will be required to pay the termination fee
under the Bid Conduct Agreement; the potential impact of announcement or consummation of the proposed acquisition on relationships
with third parties, including customers, employees and competitors; uncertainties as to the timing of the tansaction; the possibility
that competing offers will be made; any statements of belief and any statements of assumptions underlying any of the foregoing;
and other factors beyond the control of CommScope and/or the Company. These and other factors are discussed in greater detail
in the reports filed by CommScope and the Company with the U.S. Securities and Exchange Commission, including the Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2018 and CommScope’s Annual Report on Form 10-K for the year
ended December 31, 2017 and Quarterly Reports on Form 10-Q for the periods ended June 30, 2018 and September 30, 2018. Although
the information contained in this Current Report represents the best judgment of CommScope and/or the Company as of the date of
this Current Report based on information currently available and reasonable assumptions, neither CommScope nor the Company can
give any assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties,
the Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date made.
Neither CommScope nor the Company is undertaking any duty or obligation to update this information to reflect developments or
information obtained after the date of this report, except as otherwise may be required by law. IMPORTANT ADDITIONAL INFORMATION
REGARDING THE TRANSACTION AND WHERE TO FIND IT In connection with the proposed transaction, ARRIS will prepare a proxy statement
to be filed with the Securities and Exchange Commission (the “SEC”). When completed, a definitive proxy statement
and a form of proxy will be mailed to the stockholders of ARRIS. INVESTORS AND STOCKHOLDERS OF ARRIS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDING ARRIS’ PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those documents,
if and when filed, as well as ARRIS’ other public filings with the SEC may be obtained without charge at the SEC’s
web site, http://www.sec.gov, or at ARRIS’ website at http:// ir.arris.com. ARRIS’ stockholders and other interested
parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available)
by directing a request by mail to ARRIS Investor Relations, 3871 Lakefield Drive, Suwanee, GA 30024 or at http://ir.arris.com.
PARTICIPANTS IN THE SOLICITATION ARRIS and its directors and certain of its executive officers, and CommScope and its directors
and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from ARRIS’ stockholders
in connection with the proposed transaction. 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, 2017, which was filed with the SEC on March 23, 2018, and its proxy
statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 23, 2018. Information about the directors
and executive officers of CommScope is set forth in the proxy statement for CommScope’s 2018 annual meeting of stockholders,
which was filed with the SEC on March 20, 2018. Additional information regarding potential participants in the solicitation of
proxies from ARRIS’ stockholders and a description of their direct and indirect interests, by security holdings or otherwise,
will be included in ARRIS’ proxy statement when it is filed.
Forward-Looking Statements
This document includes forward-looking statements
that reflect the current views of CommScope or the Company with respect to future events and financial performance, including the
proposed acquisition by CommScope Holding Company, Inc. (“
CommScope
”) of ARRIS International plc (“
ARRIS
”
or the “
Company
”). These statements may discuss goals, intentions or expectations as to future plans, trends,
events, results of operations or financial condition or otherwise, in each case, based on current beliefs of the management of
CommScope and/or the Company, as well as assumptions made by, and information currently available to, such management. These forward-looking
statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,”
“expect,” “project,” “projections,” “plans,” “potential,” “anticipate,”
“should,” “could,” “designed to,” “foreseeable future,” “believe,”
“think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions,
although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be
all-inclusive.
These forward-looking statements are subject to various risks and
uncertainties, many of which are outside of the control of CommScope and the Company, including, without limitation: failure to
obtain applicable regulatory approvals in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions
to the proposed transactions; the risk that the Company will be required to pay the termination fee under the Bid Conduct Agreement;
the potential impact of announcement or consummation of the proposed acquisition on relationships with third parties, including
customers, employees and competitors; uncertainties as to the timing of the tansaction; the possibility that competing offers will
be made; any statements of belief and any statements of assumptions underlying any of the foregoing; and other factors beyond the
control of CommScope and/or the Company.
These and other factors are discussed in greater
detail in the reports filed by CommScope and the Company with the U.S. Securities and Exchange Commission, including the Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2018 and CommScope’s Annual Report on Form 10-K for the year
ended December 31, 2017 and Quarterly Reports on Form 10-Q for the periods ended June 30, 2018 and September 30, 2018. Although
the information contained in this document represents the best judgment of CommScope and/or the Company as of the date of this
document based on information currently available and reasonable assumptions, neither CommScope nor the Company can give any assurance
that the expectations will be attained or that any deviation will not be material. Given these uncertainties, the Company cautions
you not to place undue reliance on these forward-looking statements, which speak only as of the date made. Neither CommScope nor
the Company is undertaking any duty or obligation to update this information to reflect developments or information obtained after
the date of this report, except as otherwise may be required by law.
Important Additional Information Regarding the Transaction and
Where to Find It
In connection with the proposed transaction, ARRIS will prepare
a proxy statement to be filed with the Securities and Exchange Commission (the “
SEC
”). When completed, a definitive
proxy statement and a form of proxy will be mailed to the stockholders of ARRIS.
INVESTORS AND STOCKHOLDERS OF ARRIS ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDING ARRIS’ PROXY STATEMENT WHEN
IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.
Those documents, if and when filed, as well as ARRIS’ other public filings with the SEC may be obtained without charge
at the SEC’s web site, http://www.sec.gov, or at ARRIS’ website at http://ir.arris.com. ARRIS’ stockholders and
other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents
(when available) by directing a request by mail to ARRIS Investor Relations, 3871 Lakefield Drive, Suwanee, GA 30024 or at http://ir.arris.com.
Participants in the Solicitation
ARRIS and its directors and certain of its executive officers, and
CommScope and its directors and certain of its executive officers, may be deemed to be participants in the solicitation of proxies
from ARRIS’ stockholders in connection with the proposed transaction. 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, 2017, which was filed with the SEC on March
23, 2018, and its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 23, 2018.
Information about the directors and executive officers of CommScope is set forth in the proxy statement for CommScope’s 2018
annual meeting of stockholders, which was filed with the SEC on March 20, 2018. Additional information regarding potential participants
in the solicitation of proxies from ARRIS’ stockholders and a description of their direct and indirect interests, by security
holdings or otherwise, will be included in ARRIS’ proxy statement when it is filed.
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