SUWANEE, Ga. and REDWOOD CITY, Calif., Oct. 11, 2011 /PRNewswire/ -- ARRIS Group, Inc.
(Nasdaq:ARRS) and BigBand Networks (Nasdaq:BBND) today
announced that they have entered into a definitive agreement
whereby ARRIS will acquire BigBand Networks for a purchase price of
$2.24 per share in cash. This equates
to a diluted equity value of approximately $172 million, or $53
million net of estimated BigBand cash on hand.
With the addition of BigBand's experienced employees, this
acquisition further extends ARRIS' capabilities in the processing,
management and distribution of digital video content and represents
an important acquisition of innovative technologies and significant
R&D investments that are expected to accelerate time-to-market
and increase opportunities for ARRIS in several fast growing
product areas. These include the Converged Cable Access Platform
(CCAP) architecture defined by CableLabs®, Local and Targeted
Advertising, IP Video Distribution, and Advanced Video Processing
and Compression. BigBand's valuable patent portfolio, coupled
with their expertise in digital video networking will enhance
ARRIS' technological leadership as service providers move to an all
IP Converged Network Architecture.
Upon closing, ARRIS anticipates rapidly optimizing BigBand's
financial performance through meaningful operating synergies such
as the elimination of public company costs and the alignment of
sales, marketing, and R&D initiatives. ARRIS also anticipates
that the transaction will be neutral to accretive on a non-GAAP
basis for ARRIS shareholders by mid-2012 and will offer upside
potential thereafter by addressing upcoming video network evolution
opportunities with a more complete offering.
"We are both enthusiastic and optimistic about the BigBand
acquisition because it builds on our stated business strategy of
growing our current businesses into a more complete portfolio
including a strong video product suite and investing in the
evolution towards network convergence onto an all IP platform,"
said Bob Stanzione, ARRIS Chairman
& CEO. "In addition, the acquisition offers new
opportunities to expand our customer base worldwide. We are
delighted to welcome the BigBand employees to ARRIS."
"The BigBand team is proud of its accomplishments over the last
12 years in developing innovative products that enable the
transmission of digital television to consumers around the world,"
said Amir Bassan-Eskenazi, BigBand
President and CEO. "We are excited to see this legacy live on and
generate broader opportunities with continued innovation in media
processing as part of the world-class product and service offerings
provided by the ARRIS organization."
The acquisition will be conducted by means of a tender offer for
all of the outstanding shares of BigBand, which is expected to
commence within ten business days and will be subject to customary
closing conditions, including the acquisition by ARRIS of a
majority of BigBand's shares and the receipt of antitrust clearance
in the United States if
applicable.
The board of directors of BigBand has unanimously recommended
that the shareholders of BigBand accept the offer. Redpoint
Ventures and ValueAct Capital Partners, holders of 32% of the
outstanding shares of BigBand, have agreed to tender their shares
in the offer and to vote their shares in favor of the merger
agreement and against any other transaction, subject to the
provisions of the agreement. Completion of the transaction is
expected to occur in late 2011.
UBS Investment Bank is acting as exclusive financial advisor and
Troutman Sanders LLP is acting as legal counsel to ARRIS on this
transaction. Centerview Partners, LLC is acting as the exclusive
financial advisor and Wilson Sonsini
Goodrich & Rosati, P.C. is acting as legal counsel to
BigBand on this transaction.
Conference Call and Webcast
A joint conference call and webcast with a presentation and
discussion of this transaction will be held at 8:30am Eastern Time on Tuesday, October 11, 2011. The conference
call will be available at:
http://www.media-server.com/m/p/g5c8dhbn/dformat/wmv
Presentation materials for the call will also be available for
viewing in the Investor Relations section of the ARRIS
(www.arrisi.com) website. Those wishing to participate in the
conference call via telephone may dial in at (888) 713-4209,
international at (617) 213-4863, access code: 75039679. A
replay of the conference call will be available from 11:30am Eastern Time on October 11, 2011 through October 14, 2011 by dialing (888) 286-8010,
international at (617) 801-6888, access code: 28210510. The
conference call replay will also be available via webcast through
the ARRIS Investor Relations website at www.arrisi.com.
About ARRIS
ARRIS is a global communications technology company specializing
in the design, engineering and supply of technology supporting
triple- and quad-play broadband services for residential and
business customers around the world. ARRIS supplies broadband
operators with the tools and platforms they need to deliver
converged IP video solutions, carrier-grade telephony, demand
driven video, next-generation advertising, network and workforce
management solutions, access and transport architectures and ultra
high-speed data services. Headquartered in Suwanee, Georgia, USA, ARRIS has R&D
centers in Suwanee, GA;
Beaverton, OR; Lisle, IL; Kirkland,
WA; State College, PA;
Wallingford, CT; Waltham, MA; Cork,
Ireland; and Shenzhen,
China; and operates support and sales offices throughout the
world. Information about ARRIS products and services can be found
at www.arrisi.com.
About BigBand Networks
BigBand Networks provides broadband service providers with
innovative digital video networking solutions designed to make it
easier to move, manage and monetize video. These solutions are
based on BigBand's video-networking platforms that are built to
enable efficient and reliable delivery across a wide range of
services, including digital TV, high definition TV, advanced
advertising, IPTV, video-on-demand and interactive TV. BigBand has
done business with more than 200 customers in North America, Asia and Europe -- including eight of the ten largest
cable and telco service providers in North America. BigBand is based in
Redwood City, Calif., with offices
worldwide. For additional information about the company, please
call (650) 995.5025, or visit www.bigbandnet.com.
Additional Information and Where to Find It
The tender offer described in this release has not yet
commenced, and this release is neither an offer to purchase nor a
solicitation of an offer to sell securities. At the time the
tender offer is commenced, ARRIS will cause a new subsidiary to
file a tender offer statement on Schedule TO with the SEC.
BigBand stockholders are strongly advised to read the tender
offer statement (including the offer to purchase, letter of
transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 that will
be filed by BigBand with the SEC because they will contain
important information about the proposed transaction. These
documents will be available at no charge on the SEC's website at
www.sec.gov. In addition, a copy of the offer to purchase,
letter of transmittal and certain other related tender offer
documents once they become available may be obtained free of charge
by directing a request to ARRIS at (678) 473-2647. A
copy of the tender offer statement and the
solicitation/recommendation statement also will be made available
to all stockholders of BigBand by contacting BigBand's Investor
Relations at (650) 995-5025.
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of BigBand by ARRIS. In
connection with the proposed acquisition, BigBand intends to file
relevant materials with the SEC, including, if necessary, a proxy
statement in preliminary and definitive form. BigBand
stockholders are strongly advised to read all relevant documents
filed with the SEC because they will contain important
information about the proposed transaction. These documents
will be available at no charge on the SEC's website at www.sec.gov.
In addition, documents will also be available for free from
BigBand by contacting BigBand's Investor Relations at (650)
995-5025.
Participants in Solicitation
ARRIS and its directors and executive officers, and BigBand and
its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
BigBand common stock in respect of the proposed transaction.
Information about the directors and executive officers of
ARRIS is set forth in the proxy statement for ARRIS' 2011 Annual
Meeting of Stockholders, which was filed with the SEC on
April 11, 2011. Information about the directors and
executive officers of BigBand is set forth in the proxy statement
for BigBand's 2011 Annual Meeting of Stockholders, which was filed
with the SEC on April 26, 2011. Investors may obtain
additional information regarding the interest of such participants
by reading the tender offer materials regarding the acquisition
when they become available.
Forward Looking Statement
This press release contains forward looking statements.
These statements include, among others, accelerating time to
market, increasing opportunities for ARRIS, plans to optimize
BigBand's performance, the transaction being neutral to accretive
by mid-2012 and offering upside potential thereafter, being
optimistic about the acquisition, the acquisition offering new
opportunities to expand the customer base, generate broader
opportunities, continued innovation, and the time frame during
which the acquisition is expected to close. Statements
regarding future events are based on the parties' current
expectations. The statements in this press release and
presentation that use such words as "believe," "expect," "intend,"
"anticipate," "contemplate," "estimate," or "plan," or similar
expressions are also forward looking-statements. Actual
results may differ materially from those contained in any
forward-looking statement. Specific factors that could cause
material differences include, among other things, shareholder
approval of the acquisition, regulatory approval of the
acquisition, the potential impact on the business of BigBand due to
uncertainty about the acquisition, the retention of employees of
BigBand, the ability of ARRIS to successfully integrate BigBand's
opportunities, technology, personnel and operations, and the
customer demand for our products. The above listing of
factors is representative and is not intended as an
all-encompassing list of factors. For additional factors
please see our respective Form 10-Qs for the quarter ended
June 30, 2011. We disclaim any
obligation to update forward-looking statements, whether as a
result of new information, future events or otherwise.
SOURCE ARRIS