Item 5.07. Submission of Matters to a Vote of Security
Holders.
As previously announced, on November 8, 2018, ARRIS International
plc (the “Company” or “ARRIS”), entered into a Bid Conduct Agreement (as amended, the “Acquisition
Agreement”) with CommScope Holding Company, Inc. (“CommScope”), pursuant to which CommScope has agreed to acquire
all of the issued and to be issued ordinary shares of ARRIS (the “Acquisition”) for $31.75 in cash per ordinary share
of ARRIS (“Ordinary Share”). The Acquisition will be effected pursuant to a scheme of arrangement (the “Scheme”)
under Part 26 of the Companies Act 2006.
On February 1, 2019, ARRIS held a meeting of shareholders convened
by the High Court of Justice in England and Wales (the “Court Meeting”) and a special general meeting of shareholders
(the “General Meeting”), in each case relating to the pending Acquisition. ARRIS’s shareholders approved each
of the proposals to be acted on at the Court Meeting and the General Meeting, in each case by the requisite majorities. All votes
at both the Court Meeting and the General Meeting were conducted on a poll.
The consummation of the Acquisition remains subject to various
closing conditions, including, among other things, (i) the sanction of the Scheme by the High Court of Justice of England and
Wales, (ii) the receipt of certain required regulatory approvals or lapse of certain review periods with respect thereto, (iii)
the absence of a Company Material Adverse Effect (as defined in the Acquisition Agreement), (iv) the accuracy of representations
and warranties (subject, in certain cases, to certain materiality or Company Material Adverse Effect qualifiers, as applicable)
and (v) the absence of legal restraints prohibiting or restraining the Acquisition.
The final results of voting on each of the items submitted
to a vote of ARRIS’s shareholders at the Court Meeting and the General Meeting are as follows:
Court Meeting
Court Scheme Proposal: To approve (with or without modification)
the Scheme to be made between ARRIS and the holders of the Scheme Shares (as defined in the Scheme).
ARRIS shareholders
approved the proposal with the following voting results:
Votes For
|
|
Votes Against
|
|
Abstained
|
|
134,238,625
|
|
141,958
|
|
694,527
|
|
In addition, of the 33 record shareholders voting on
the proposal, 31 record shareholders, or 93.94% of those voting, voted in favor of the proposal and 2 record
shareholders or 6.06% voted against the proposal.
General Meeting
Articles Amendment Proposal: To authorize, for the purpose
of giving effect to the Scheme between ARRIS and the holders of the Scheme Shares, the directors of ARRIS to take all such action
as they may consider necessary or appropriate for carrying the Scheme into effect and to amend the articles of association of
ARRIS.
ARRIS shareholders approved the proposal with the following
voting results:
Votes For
|
|
Votes Against
|
|
Abstained
|
|
134,401,224
|
|
103,180
|
|
442,104
|
|
Transaction-Related Compensation Proposal: To approve, on an
advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection
with the proposed Acquisition, and the agreements and understandings pursuant to which such compensation may be paid or become
payable.
ARRIS shareholders approved the proposal with the following
voting results:
Votes For
|
|
Votes Against
|
|
Abstained
|
|
132,355,818
|
|
2,031,054
|
|
559,636
|
|