Item 1.01.
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Entry into a Material Definitive Agreement
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As previously reported, on November 2, 2016, Broadcom
Limited, a limited company organized under the laws of the Republic of Singapore, Broadcom Corporation, a California corporation (Broadcom), Brocade Communications Systems, Inc., a Delaware corporation (Brocade), and Bobcat
Merger Sub, Inc., a Delaware corporation (Merger Sub), entered into an Agreement and Plan of Merger (as amended to date, the Merger Agreement). On December 18, 2016, Broadcom assigned all of its rights and obligations
under the Merger Agreement and transferred all of the issued and outstanding capital stock of Merger Sub to LSI Corporation, a Delaware corporation (Seller). The Merger Agreement provides that, upon the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into Brocade (the Merger), with Brocade as the surviving corporation. As a result of the Merger, Brocade will become a direct wholly owned subsidiary of Seller.
As previously reported, on February 22, 2017, ARRIS International plc (the Company), Seller and Broadcom, entered into a Stock and Asset
Purchase Agreement (the Agreement), pursuant to which, upon the terms and subject to the satisfaction or waiver of the conditions in the Agreement, including the consummation of the Merger, ARRIS will acquire the Ruckus Wireless and ICX
Switch Business (the Network Edge Business) of Brocade (the Transaction).
As reported by Brocade and Broadcom, on October 2,
2017, following further discussions with the Committee on Foreign Investment in the United States (CFIUS), Broadcom and Brocade withdrew and
re-filed
their joint voluntary notice to CFIUS under the
Defense Production Act of 1950, as amended, to allow more time for review and discussion with CFIUS in connection with the Merger (the Merger Notice). CFIUS agreed to proceed directly to a
45-day
investigation period, thereby shortening the customary
75-day
CFIUS review period. As a result of the continued review by CFIUS of the proposed Merger, on October 12, 2017, Broadcom, Brocade and ARRIS
withdrew and
re-filed
their joint voluntary notice to CFIUS with respect to the Transaction (the Transaction Notice) since completion of the Transaction is predicated upon completion of the Merger
and the Parties wish to more closely align the review timetables for these two CFIUS cases. Similar to the Merger Notice, CFIUS has agreed to proceed directly to a
45-day
investigation
period with respect to the Transaction Notice.
The parties have been and will continue to be actively engaged with CFIUS during its review of the
Transaction, remain fully committed to the Transaction and will continue to work diligently and cooperatively to close the Transaction. There can be no assurances, however, that CFIUS will ultimately agree that the parties may proceed with the
Transaction.
To allow for the additional CFIUS review period, on October 16, 2017, the Company and Seller entered into an amendment to the Agreement
(the Amendment) to extend the end date of the Agreement until December 15, 2017. All other terms and conditions of the Agreement remain in full force and effect.
A copy of the Amendment is filed as Exhibit 2.1 to this Current Report on Form
8-K
and is incorporated herein by
reference.
Forward-Looking Statements
This report
and other communications regarding the Transaction contain forward-looking statements concerning the expected timing for closing of the Transaction. Forward-looking statements generally 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 possibility that the proposed Merger will not be completed and the possibility that the proposed subsequent acquisition of the Network Edge Business by ARRIS will not be completed, whether as a
result of the failure to obtain necessary regulatory approvals, to satisfy any of the other conditions to the transactions or otherwise. 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 ARRISs reports filed with the SEC, including its Quarterly Report on Form
10-Q
for the quarter ended
June 30, 2017. 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 actual results 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 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
hereof. ARRIS expressly disclaims any obligation to update or correct these forward-looking statements except as required by law.