Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
Important Notes to Start
2 3 August 2015 No Offer or Solicitation
This communication is provided for informational purposes
only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in
this document in any jurisdiction in contravention of applicable law.
Important Additional Information Regarding the Transaction Filed With the SEC It is expected that the shares of New ARRIS to be issued by New ARRIS to Pace shareholders under the scheme will be issued in reliance
upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof. In connection with the issuance of New ARRIS shares to ARRIS stockholders pursuant to the merger that forms a part of the combination, New ARRIS has
filed with the SEC a preliminary registration statement on Form
S-4 that contains a prospectus of New ARRIS as well as a proxy statement of ARRIS relating to the merger that forms a part of the combination, which we refer to together as the Preliminary Form S-4/Proxy
Statement. The Preliminary Form S-4/Proxy Statement is
not complete and will be further amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY FORM S-4/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, if and when filed, as well as ARRISs and New ARRISs other public filings with the SEC may be obtained without
charge at the SECs website at www.sec.gov, at ARRISs
website at http://ir.arris.com. Security holders and other interested parties may also obtain, without charge, a copy of the Preliminary Form S-4/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. Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the
SEC at (800) 732-0330 or visit the SECs website for
further information on its public reference room.
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 Preliminary Form
S-4/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, 2014, which was filed with the SEC on February 27, 2015, and
its proxy statement for its 2015 annual meeting of shareholders,
which was filed with the SEC on April 9, 2015. Other information regarding potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is
contained in the Preliminary Form S-4/Proxy Statement. Pace
and New ARRIS are each organized under the laws of England and Wales. Some of the officers and directors of Pace are residents of countries other than the United States. As a result, it may not be possible to sue Pace, New ARRIS or
such persons in a non-US court for violations of US
securities laws. It may be difficult to compel Pace, New ARRIS and their respective 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.
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