SUWANEE, Ga., SINGAPORE, and SAN
JOSE, Calif., Feb. 22, 2017
/PRNewswire/ -- ARRIS International plc, (NASDAQ: ARRS) and
Broadcom Limited (NASDAQ: AVGO) today jointly announced that they
have entered into an agreement for ARRIS to acquire Brocade
Communication Systems Inc.'s Ruckus Wireless and ICX Switch
business for cash consideration of $800
million, plus the additional cost of unvested employee stock
awards, following the closing of Broadcom's acquisition of Brocade.
ARRIS expects the acquisition to be accretive to its Non-GAAP
earnings per share in the first 12 months.
This portfolio will expand ARRIS's leadership in converged wired
and wireless networking technologies beyond the home into the
education, public venue, enterprise, hospitality, and MDU
segments. ARRIS plans to establish a dedicated business unit
within the company focused on innovative wireless networking and
wired switching technology to address evolving and emerging needs
across a number of vertical markets. The business unit will be led
by current Ruckus COO, Dan
Rabinovitsj.
"We are building upon our successful history of making
investments that significantly grow our business and create value
for our customers, employees, shareholders and partners," said
Bruce McClelland, ARRIS CEO. "Driven
by ever-growing demand for high-speed, reliable, and effortless
connectivity, service providers and enterprises will continually
invest in their wired and wireless networks. The next five years
will see exciting changes as every service provider will become a
wireless operator of some fashion. Enterprises and venues will
upgrade their broadband networks to provide new innovative
value-added services and faster, more seamless internet
access."
"We have a history of partnering with Ruckus and the talented
employees that created this powerful brand and platform. We are
excited to welcome about 1,600 new employees and an extensive
network of enterprise channel partners to the ARRIS family," added
McClelland.
"ARRIS is a leader powering today's digital world, and this
combination signifies a win-win for Ruckus Wireless and ICX
switching employees, partners and customers," said Dan Rabinovitsj, Ruckus COO. "Joining the ARRIS
team will allow us to accelerate the pace of innovation and expand
our industry-leading networking portfolio, leveraging ARRIS
resources and scale."
"We are pleased to announce this transaction with ARRIS, which
will allow us to focus our energy on quickly integrating Brocade's
Fibre Channel SAN business once we close the Brocade acquisition,"
stated Broadcom CEO Hock Tan.
The closing of the transaction is subject to regulatory
approvals in various jurisdictions and other customary closing
conditions but does not require shareholder approval by either
company, is not subject to any financing conditions, and is
presently expected to close approximately one month following the
closing of Broadcom's acquisition of Brocade.
The transaction is contingent on Broadcom closing its
acquisition of Brocade, previously announced on November 2, 2016 and approved by Brocade
shareholders on January 26, 2017.
Broadcom presently expects to close the Brocade acquisition in its
third fiscal quarter ending July 30,
2017.
LionTree Advisors is acting as lead financial advisor, and
Troutman Sanders LLP is acting as counsel to ARRIS on this
transaction. Barclays is acting as lead financial advisor, and
Latham & Watkins LLP is acting as counsel to Broadcom on this
transaction.
Conference Call and Webcast Details
ARRIS will host a
conference call at 5:00 pm ET today
to discuss this announcement in conjunction with its fourth quarter
2016 earnings results. You may participate in this conference call
by dialing (888) 713-4209 or (617) 213-4863 and providing the ARRIS
International plc name, conference pass code 776 161 08#, and
Bob Puccini as the moderator. A
replay of the conference call can be accessed approximately two
hours after the call through March 1,
2017 by dialing (888) 286-8010 or (617) 801-6888 and using
the pass code 23890201. Live internet access to the call will be
available through the Investor Relations section of the Company's
website at www.arris.com. A replay will also be made available for
a period of 12 months following the conference call on ARRIS's
website at www.arris.com.
About Broadcom:
Broadcom Limited (NASDAQ: AVGO) is a
leading designer, developer and global supplier of a broad range of
analog and digital semiconductor connectivity solutions. Broadcom
Limited's extensive product portfolio serves four primary end
markets: wired infrastructure, wireless communications, enterprise
storage and industrial & other. Applications for our products
in these end markets include: data center networking, home
connectivity, broadband access, telecommunications equipment,
smartphones and base stations, data center servers and storage,
factory automation, power generation and alternative energy
systems, and displays. Broadcom is co-headquartered in Singapore and San
Jose, Calif. For more information about Broadcom please
visit http://www.broadcom.com.
About ARRIS:
ARRIS International plc. (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. For more information, visit www.arris.com.
For the latest ARRIS news:
- Check out our Blog: ARRIS EVERYWHERE
- Follow us on Twitter @ARRIS
ARRIS and the ARRIS Logo are trademarks or registered trademarks
of ARRIS International plc. All other trademarks are the
property of their respective owners. © ARRIS International
plc. 2017. All rights reserved.
Forward-Looking Statements
This release and other
communications regarding the transaction contain forward-looking
statements concerning the transaction, the expected benefits, and
the timing of closing. Forward-looking statements generally
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 proposed acquisition of Brocade by Broadcom will
not be completed and the possibility that the proposed acquisition
of the Ruckus Wireless broadband and ICX Switch business by ARRIS
will not be completed, whether as a result of the failure to obtain
necessary regulatory approvals, to satisfy any of the other
conditions to the transactions or otherwise; adverse effects on the
market price of ARRIS shares and on ARRIS's operating results
because of a failure to complete the acquisition; failure of ARRIS
to realize the expected benefits of the acquisition; negative
effects relating to the announcement of the possible acquisition or
any further announcements relating to the acquisition or the
consummation of the acquisition on the market price of ARRIS
shares; significant transaction costs and/or unknown liabilities;
customer reaction to the announcement of the proposed acquisition;
possible litigation relating to the acquisition; general economic
and business conditions that affect the combined companies
following the consummation of the acquisition; commercial
acceptance and use of the Shared Spectrum Small Cell market by
ARRIS's customers; 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 acquisitions 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 September
30, 2016. 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 release could cause ARRIS's
plans with respect to the business acquired from Broadcom, ARRIS'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 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 hereof. ARRIS expressly
disclaims any obligation to update or correct these forward-looking
statements except as required by law.
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SOURCE ARRIS