Disclaimer

Proposed Combination of Arris Group, Inc. and Pace plc

THIS PART OF THE WEBSITE RELATES TO THE PROPOSED COMBINATION OF ARRIS GROUP, INC. ("ARRIS") AND PACE PLC ("PACE").

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT ARRIS HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE COMBINATION. PLEASE READ THE FOLLOWING DISCLAIMER, AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE COMBINATION IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

  1. ACCESS TO INFORMATION RELATING TO THE COMBINATION
  2. Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the website contains information relating to the Combination. Please note that, as the Combination progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website. The contents of this area of the website may be amended at any time in whole or in part at the sole discretion of ARRIS.

    For regulatory reasons, ARRIS must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Combination on this part of the website, you must read the following and then press "I agree" to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press "I disagree" and you will not be able to view any such information.

  3. OVERSEAS PERSONS
  4. Viewing or distribution of the information contained in this part of the website may not be lawful in certain jurisdictions and may be restricted by law or regulation and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable legal or regulatory restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. If you are resident or located in any country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

    It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.

    You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

  5. BASIS OF ACCESS TO INFORMATION RELATING TO THE COMBINATION
  6. The information relating to the Combination that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to ARRIS that they are doing so legally and for information purposes only. Making information relating to the Combination available in electronic format on this part of the website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

    If you are in doubt about the contents of this area of the website or the action you should take, you should seek advice from an independent financial adviser authorized and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser as to the suitability of any action. If you are a Pace shareholder (or option holder) you should take no action based on the information available on this part of the website. Any action required by Pace shareholders (or option holders) in connection with the Combination will only be set out in documents sent to or made available to Pace shareholders (or option holders) and any decision made by such shareholders (or option holders) should be made solely and only on the basis of information provided in those documents.

    The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Pace or ARRIS.

  7. FORWARD-LOOKING STATEMENTS
  8. Certain of the documents contained in this part of the website 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' or PACE's operating results because of a failure to complete the possible Combination, failure to realise 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' 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' plans with respect to PACE, ARRIS' 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 Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. 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.

  9. RESPONSIBILITY
  10. In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of ARRIS is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

    Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or the Takeover Code or any other relevant rules or regulations, ARRIS expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Combination on this part of the website, any updates or revisions to any statements in the Combination to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

    None of the directors of ARRIS or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

    If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser.

    THE INFORMATION RELATING TO THE COMBINATION THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH ARCHIE REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO ARCHIE THAT THEY (1) ARE NOT LOCATED OR RESIDENT IN A JURISDICTION THAT RENDERS ACCESSING THIS AREA OF THE WEBSITE OR PARTS THEREOF ILLEGAL AND (2) ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

  11. IMPORTANT ADDITIONAL INFORMATION REGARDING THE TRANSACTION WILL BE FILED WITH THE SEC
  12. The documents on this website are provided for informational purposes only and do 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 any document on this website in any jurisdiction in contravention of applicable law.

    It is expected that the New ARRIS shares 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 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 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 Form S-4/Proxy Statement.

    INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4, AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE COMBINATION 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' and New ARRIS' other public filings with the SEC may be obtained without charge at the SEC's website at www.sec.gov, at ARRIS' website at www.arris-ir.com. Security holders and other interested parties will also be able to obtain, without charge, a copy of the Form S-4 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.

    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, 2105, and its proxy statement for its 2015 annual meeting of stockholders, 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 Form S-4 when it is filed.

  13. GOVERNING LAW
  14. This notice shall be governed by, and interpreted in accordance with, English law.

  15. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I have read and understood the disclaimer set out above. I represent and warrant to ARRIS that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal.

I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

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This notice shall be governed by and interpreted in accordance with English law.

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