| Copyright 2015
– ARRIS Enterprises, Inc. All rights reserved.
SAFE HARBOR
23 April 2015
ARRIS Internal Confidential
2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
No Offer or Solicitation
This document 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.
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 PACE or ARRIS 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 Annual Report on Form 10-K for the year ended December 31,
2014. 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.
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