Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 1.01.
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Entry into a Material Definitive Agreement
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As previously disclosed on November 8, 2018, CommScope Holding
Company, Inc. (“
CommScope
”) and ARRIS International plc, a public limited company organized under the laws of
England and Wales (the “
Company
” or “
ARRIS
”), entered into a bid conduct agreement (the “
Bid
Conduct Agreement
”), pursuant to which CommScope has agreed to acquire all of the issued and to be issued ordinary shares,
£0.01 nominal value per share, of ARRIS for $31.75 per Ordinary Share pursuant to a court-sanctioned scheme of arrangement
(the “
Transaction
”).
On January 2, 2019, CommScope and ARRIS entered into an amendment
to the Bid Conduct Agreement (the “
Amendment
”), which provides that ARRIS restricted stock units that are issued
to ARRIS employees after the date of the Bid Conduct Agreement and which remain outstanding as of immediately prior to the closing
of the Transaction will be converted into CommScope restricted stock units at the closing of the Transaction in accordance with
the Bid Conduct Agreement. However, CommScope retains the right to consent to any such issuance and retains the discretion to accelerate
any restricted stock units so issued.
The foregoing description of the Amendment does not purport
to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the Amendment, which is filed
herewith as Exhibit 2.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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Important
Additional Information Regarding the Transaction Has Been Filed With The SEC
In connection with the proposed Acquisition, the Company filed
a definitive proxy statement and forms of proxy with the Securities and Exchange Commission (the “
SEC
”) on December
19, 2018, which has been mailed to the shareholders of the Company. 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 the Company’s other public filings with the SEC, may be obtained without charge at the SEC’s
website at www.sec.gov or at the Company’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
The Company, 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 definitive proxy
statement filed on December 19, 2018.
The Company is organized under the laws of England and Wales.
Some of the officers and directors of the Company are residents of countries other than the United States. As a result, it may
not be possible to sue the Company or such persons in a non-US court for violations of US securities laws. It may be difficult
to compel the Company 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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ARRIS INTERNATIONAL PLC
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By:
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/s/ Patrick W. Macken
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Patrick W. Macken
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Senior Vice President, General Counsel, and Secretary
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Date: January 3, 2019