SUWANEE, Ga., Dec. 14 /PRNewswire-FirstCall/ -- ARRIS today announced that it has completed its acquisition of C-COR Inc. pursuant to the Merger Agreement signed on September 23, 2007. As previously announced, the proposed merger was overwhelmingly approved today by the shareholders of both ARRIS and C-COR with approximately 98% of the shares voted cast in favor of the transaction.
As cable operators, telecom service providers and pay-TV providers compete for subscribers, the triple play of voice, data and video, and the eventual quad play with mobile, is driving increased bandwidth demand and need for advanced video management solutions. Additionally, as new services such as IP telephony, high definition television and on-demand television emerge, the pressure on bandwidth will increase further, pushing network capacity requirements higher and higher. These macro-trends underpin the combination of ARRIS and C-COR and will drive the future success and growth of the new company.
The combination of ARRIS and C-COR: -- Creates a leading broadband solutions company with combined sales of over $1.2 billion over the past twelve months -- Enhances ARRIS financial profile with improved margins -- Expands the ARRIS product portfolio and addressable market -- Diversifies revenue across core customer relationships and enables deeper participation in network infrastructure capacity spending -- Creates a global, technologically diverse team with a broader and stronger platform from which to drive portfolio expansion
ARRIS expects to issue former C-COR shareholders approximately $366 million in cash and approximately 25.1 million shares of ARRIS common stock. As a result of the average closing price of ARRIS' common stock for the ten trading day period ending three trading days before the closing, each share of C-COR will be converted into the right to receive, either (i) a cash payment of $13.75 or (ii), 1.0245 shares of ARRIS and a cash payment of $0.688. The stock portion of the consideration, including the $0.688 cash payment per share, was increased pursuant to the merger agreement to reflect the decrease in the trading price of ARRIS' common stock after the execution of the merger agreement.
Immediately prior to the merger, C-COR issued a redemption notice for its outstanding 3.5% Convertible Senior Unsecured Notes due 2009, which notes were assumed by ARRIS in the merger. The notes will be redeemed on January 14, 2008 if not converted by the holders thereof prior to the redemption date.
As a result of the oversubscription of the cash consideration indicated by the preliminary election results, the elections will be subject to proration as described in the merger agreement to ensure that approximately 51% of the C-COR shares receive cash and 49% receive the stock consideration. Under the proration procedures, C-COR shareholders who elected to receive all cash consideration for their shares will receive a combination of cash and shares of ARRIS common stock. A more complete description of the proration procedures is contained in the joint proxy statement / prospectus dated November 8, 2007 that was mailed to ARRIS and C-COR shareholders on or about November 9, 2007.
"I am extremely pleased to announce that we have concluded this merger. This is a momentous step for our shareholders, customers and employees who have made this possible," said ARRIS Chairman and CEO Bob Stanzione. "As we look forward, we believe the combined company will have the scale, reach and technological depth to drive innovative solutions in the market and garner a higher share of our customers' spending. Today's announcement is just the beginning on some of the important milestones we have set for ourselves."
As previously announced, Dave Woodle, C-COR CEO, will join the ARRIS Board of Directors.
About ARRIS
ARRIS is a global communications technology company specializing in the design, engineering and supply of technology supporting triple- and quad-play broadband services for residential and business customers around the world. The company supplies broadband operators with the tools and platforms they need to deliver reliable telephony, demand driven video, next-generation advertising and high-speed data services. ARRIS products expand and help grow network capacity with access and outside plant construction equipment, reliably deliver voice, video and data services and assure optimal service delivery for end customers. Headquartered in Suwanee, Georgia, USA, ARRIS has R&D centers in Atlanta, Chicago, Beaverton, Wallingford, State College, Ireland and China, and operates support and sales offices throughout the world. Information about ARRIS products and services can be found at http://www.arrisi.com/.
Forward-looking statements:
Statements made in this press release, including those related to prospects for ARRIS following the completion of the C-COR acquisition, the general market outlook and the outlook for industry trends are forward-looking statements. These statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Among other things:
-- because the market in which ARRIS operates is volatile, actions taken and contemplated may not achieve the desired impact relative to changing market condition and the success of these strategies will be dependent on the effective implementation of those plans while minimizing organizational disruption; and -- acquisitions involve a number of risks including customer and vendor acceptance, the possibilities of complications and personnel loss as part of the integration process, and the ultimate achievement of the strategic objectives.
In addition to the factors set forth elsewhere in this release, other factors that could cause results to differ from current expectations include: the impact of rapidly changing technologies; the impact of competition on product development and pricing; the ability of ARRIS to react to changes in general industry and market conditions including regulatory developments; rights to intellectual property, market trends and the adoption of industry standards; and consolidations within the telecommunications industry of both the customer and supplier base. These factors are not intended to be an all- encompassing list of risks and uncertainties that may affect the Company's business. Additional information regarding these and other factors can be found in ARRIS' reports filed with the Securities and Exchange Commission, including its Form 10-Q for the quarter ended September 30, 2007. In providing forward-looking statements, the Company expressly disclaims any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise.
