Advanced Television

ARRIS completes Pace acquisition

January 5, 2016

ARRIS International, the new parent company of ARRIS Group, has completed its $2.1 billion (€1.94bn) acquisition of Pace – combining the two companies’ strengths in entertainment and communications delivery.

The transaction combines the strengths of both companies on a global scale—broadening ARRIS’s worldwide CPE leadership with a competitive stake in satellite communications; leveraging new synergies in telco TV; expanding its cloud, network, home, and services portfolio; and increasing its collaboration with the world’s leading service providers. In addition to CPE, the combination further establishes ARRIS as a global leader in HFC/Optics, complementing its established CMTS leadership position.

ARRIS acquired Pace with a combination of stock and cash. The newly combined company is incorporated in the UK, with operational and worldwide headquarters remaining in Suwanee, GA, USA. ARRIS International’s shares are listed on the NASDAQ stock exchange under the ticker symbol ARRS. ARRIS shareholders will own approximately 76 per cent of the new company, with former Pace shareholders owning the remaining 24 per cent. Based on current information, including the closing price for the ARRIS Group shares on January 4, initial analysis indicates that the transaction will not be taxable to US holders of the former ARRIS Group shares. However, final information regarding the aggregate stockholder basis as of the closing of the transaction in the former ARRIS Group shares and applicable earnings and profits will not be available for some time, and the current expectation as to the taxable nature of the transaction may change. ARRIS will communicate and post on the investor relations portion of its web site any changes in the determination, and the final determination will be made and announced by ARRIS following the end of the 2016 tax year.

“ARRIS is investing in our industry’s next stage of growth. This acquisition enables us to scale our leadership and innovation to transform global entertainment and communications for millions of people,” said Bob Stanzione, Chairman and CEO of ARRIS. “Our combined organisation unites two of the strongest leadership and engineering teams in the industry—giving us the scale, expertise, and technology to make ARRIS, more than ever before, the partner of choice for the world’s leading service providers. Together with our customers, we’re creating a world of connected, personalised entertainment and communications that blend seamlessly into our everyday lives.”

Bob Stanzione will lead the combined organisation as Chairman and CEO. The ARRIS Board of Directors will remain unchanged.

The acquisition is expected to create $0.65$0.75 Non-GAAP EPS accretion in the next 12 months. ARRIS expects to benefit from improved product, company, and operational expenditures, a reduced tax rate, and a strong, flexible balance sheet.

ARRIS will provide additional information on its February 17th earnings call.

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