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Copyright 2015 – ARRIS Enterprises, Inc. All rights reserved. Important Additional Information Regarding the Transaction will be Filed With the SEC
In connection with the proposed acquisition of Pace, 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 transaction, New ARRIS has filed with the SEC a
preliminary registration statement on Form S-4 that contains a prospectus
of New ARRIS as well as a proxy statement of ARRIS relating to
the merger that forms a part of the combination, which we refer to together as the Preliminary Form S-4/Proxy Statement. The Preliminary Form S-4/Proxy Statement is not complete and will be further amended.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY FORM
S-4/PROXY STATEMENT, AND OTHER DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY 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 and 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 Preliminary Form S-4/Proxy Statement and other relevant
documents 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 Preliminary Form S-4/ 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, is contained in the Preliminary S-4/Proxy Statement. Pace and New ARRIS are each organized under the laws of England and Wales. Some of the officers and directors of Pace and
New ARRIS 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.
Safe Harbor ARRIS Q2 2015 Earnings Call July 29, 2015 |