SUWANEE, Ga., June 29, 2015 /PRNewswire/ -- ARRIS Group,
Inc. (NASDAQ: ARRS) today announced that ARRIS and Pace plc. (LSE:
PIC) have each received Requests for Additional Information from
the United States Department of Justice (DOJ) in connection with
ARRIS's proposed acquisition of Pace plc. This kind of request from
the DOJ, often referred to as a "Second Request", is part of the
regulatory process under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act).
The effect of the Second Request is to extend the waiting period
imposed by the HSR Act until 30 days after each company has
substantially complied with its Second Request, unless that period
is extended voluntarily by the companies or terminated sooner by
the DOJ. The companies intend to respond to the requests as quickly
as practicable and to continue to work cooperatively with the DOJ
in connection with its review. Completion of the transaction
remains subject to the expiration or termination of the waiting
period under the HSR Act, the satisfaction of similar requirements
in certain foreign countries, and satisfaction of other customary
closing conditions, including approval by the shareholders of both
ARRIS and Pace. ARRIS continues to anticipate that the transaction
will close in late 2015.
About ARRIS:
ARRIS Group, Inc. (NASDAQ: ARRS) is a world leader in
entertainment and communications technology. Our innovations
combine hardware, software, and services across the cloud, network,
and home to power TV and Internet for millions of people
around the globe. The people of ARRIS collaborate with the world's
top service providers, content providers, and retailers to
advance the state of our industry and pioneer tomorrow's connected
world. Together, we are inventing the future. For more information,
visit www.arris.com.
For the latest ARRIS news:
Check out our Blog: ARRIS EVERYWHERE
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Forward-Looking Statements
This document may contain forward-looking statements concerning
certain trends, expectations, forecasts, estimates, or other
forward-looking information affecting or relating to ARRIS or Pace
or its industry, products or activities that are intended to
qualify for the protections afforded "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995 and
other laws and regulations. Forward-looking statements speak
only as to the date of the document and 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
a possible combination will not be completed, failure to obtain
necessary regulatory approvals or required financing or to satisfy
any of the other conditions to the possible combination, adverse
effects on the market price of ARRIS shares and on ARRIS's or
Pace's operating results because of a failure to complete the
possible combination, failure to realize the expected benefits of
the possible combination, negative effects relating to the
announcement of the possible combination or any further
announcements relating to the possible combination or the
consummation of the possible combination on the market price of
ARRIS shares or Pace shares, significant transaction costs and/or
unknown liabilities, customer reaction to the announcement of the
combination, possible litigation relating to the combination or the
public disclosure thereof, general economic and business conditions
that affect the combined companies following the consummation of
the possible combination, changes in global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax laws or their
interpretation or application, regulations, rates and policies,
future business combinations or disposals and competitive
developments. 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
ARRIS's reports filed with the SEC, including its Quarterly Report
on Form 10-Q for the quarter ended March 31,
2015. 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 Announcement could cause ARRIS's plans with
respect to Pace, ARRIS's or Pace's actual results, performance or
achievements, industry results and developments 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 to have been 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 of this
document. ARRIS and Pace expressly disclaim any obligation to
release publicly any revisions to forward-looking statements as a
result of subsequent events or developments, except as required by
law.
No Offer or Solicitation
This press release 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
Will Be 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 will file with the SEC a
registration statement on Form S-4 that will contain a prospectus
of New ARRIS as w ell as a proxy statement of ARRIS relating to the
merger that forms a part of the combination, which we refer to
together as the Form S-4/Proxy Statement.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM
S-4/PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE TRANSACTION CAREFULLY AND IN THEIR ENTIRETY,
BECAUSE THEY WILL 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 ARRIS's and New ARRIS's other public filings with
the SEC may be obtained without charge at the SEC's website at
www.sec.gov, at ARRIS'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 Form S-4/Proxy Statement and other
relevant documents (when available) 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 SEC's 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 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,
will be contained in the Proxy Statement/Prospectus when it is
filed. 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.
ARRIS and the ARRIS Logo are trademarks or registered trademarks
of ARRIS Enterprises, Inc. All other trademarks are the
property of their respective owners. © ARRIS Enterprises,
Inc. 2015. All rights reserved.
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SOURCE ARRIS Group, Inc.