Item 8.01. Other Events
.
With respect to 2019, ARRIS anticipates a stronger year than
2018, with the first quarter expected to be the lowest quarter of the year in part due to the shift of manufacturing out of China
in response to the recently enacted tariffs, as well as typical seasonality in portions of the business and higher inventory levels
in the North American Enterprise channel.
Forward-Looking Statements
This Current Report includes forward-looking
statements that reflect the current views of ARRIS with respect to future events and financial performance, including the proposed
Acquisition. 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 ARRIS management, 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 ARRIS, including, without limitation:
preliminary
results for the fourth quarter, the full year 2018 and beyond are based on preliminary estimates, assumptions and projections that
management believes to be reasonable at this time, but are beyond management's control;
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 Acquisition;
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 Acquisition; delays in moving manufacturing from China
or difficulties in commencing production in new locations as planned; and other factors beyond the control of ARRIS.
These and other factors are discussed in
greater detail in the reports filed by ARRIS with the U.S. Securities and Exchange Commission, including ARRIS’s Quarterly
Report on Form 10-Q for the period ended September 30, 2018. Although the information contained in this Current Report represents
the best judgment of ARRIS as of the date of this Current Report based on information currently available and reasonable assumptions,
ARRIS cannot give any assurance that the expectations will be attained or that any deviation will not be material. Given these
uncertainties, ARRIS cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date
made. ARRIS disclaims 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 Acquisition,
ARRIS filed the Proxy Statement and forms of proxy with the SEC on December 19, 2018, which has been mailed to the ARRIS shareholders.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE 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, as well as ARRIS’s other public filings
with the SEC may be obtained without charge at the SEC’s web site,
http://www.sec.gov
, or 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 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.
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 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, 2017, which was filed with the SEC on March 1, 2018, and its proxy statement for its 2018
annual meeting of shareholders, which was filed with the SEC on March 23, 2018. Other information regarding potential participants
in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained
in the Proxy Statement filed on December 19, 2018.
ARRIS is organized under the laws of England
and Wales. Some of the officers and directors of ARRIS are residents of countries other than the United States. As a result, it
may not be possible to sue ARRIS or such persons in a non-US court for violations of US securities laws. It may be difficult to
compel ARRIS and its 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.