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|CommScope to Acquire ARRIS: Approximately $7.4 Billion Transaction Accelerates CommScope Vision to Shape Communications Networks of the Future|
Transaction MoreThan Doubles Expected Product Addressable Market to Greater Than $60Billion
Expected to GenerateApproximately $1 Billion in Cash Flow from Operations1 and Be More Than 30Percent Accretive to Adjusted EPS in First Full Year after Closing
Expect More than$150 Million in Annual Cost Synergies Within Three Years
The Carlyle GroupReestablishes Ownership Position in CommScope with $1 Billion Minority Investment
CommScope(NASDAQ: COMM), a global leader in infrastructure solutions for communicationsnetworks, has agreed to acquire ARRIS International plc (NASDAQ: ARRS), aglobal leader in entertainment and communications solutions, in an all-cashtransaction for $31.75 per share, or a total purchase price of approximately $7.4billion, including the repayment of debt.
Inaddition, The Carlyle Group, a global alternative asset manager, hasreestablished an ownership position in CommScope through a $1 billion minority equityinvestment as part of CommScope's financing of the transaction.
Thecombination of CommScope and ARRIS, on a pro forma basis, would create acompany with approximately $11.3 billion in revenue and adjusted EBITDA(earnings before interest, taxes, depreciation and amortization) ofapproximately $1.8 billion, based on results for the two companies for the 12months ended September 30, 2018.
Thecombined company is expected to drive profitable growth in new markets, shapethe future of wired and wireless communications, and position the new company tobenefit from key industry trends, including network convergence, fiber andmobility everywhere, 5G, Internet of Things and rapidly changing network andtechnology architectures.
ARRIS,an innovator in broadband, video and wireless technology, combines hardware,software and services to enable advanced video experiences and constantconnectivity across a variety of environments – for service providers,commercial verticals, small enterprises and the people they serve. ARRIS hasstrong leadership positions in the three segments in which it operates:
Forthe 12 months ended September 30, 2018, ARRIS generated revenues ofapproximately $6.7 billion, consisting of $3.9 billion from CPE, $2.2 billionfrom N&C and $568 million from Enterprise Networks (reflecting only apartial year of Ruckus since its acquisition in December 2017).
"Aftera comprehensive evaluation of our business and the evolving industry we operatein, we are confident that combining with ARRIS is the best path forward for CommScopeto grow and provide the greatest returns for shareholders," said Eddie Edwards,president and chief executive officer, CommScope. "CommScope and ARRIS willbring together a unique set of complementary assets and capabilities thatenable end-to-end wired and wireless communications infrastructure solutionsthat neither company could otherwise achieve on its own. With ARRIS, we willaccess new and growing markets, and have greater technology, solutions andemployee talent that will provide additional value and benefit to our customersand partners.
"CommScopeand ARRIS share a customer-first culture that emphasizes innovation, made possibleby incredibly talented and experienced teams of people. As we have with numeroustransactions in the past, we expect to work together with Bruce McClelland and theARRIS team to create a best-in-class management team and achieve a seamlessintegration. Together, CommScope and ARRIS will be well positioned to serve amore diverse set of customers and generate substantial value for ourshareholders."
ARRISChief Executive Officer Bruce McClelland said, "CommScope is an ideal partnerfor ARRIS. In addition to providing immediate and substantial cash value to ourshareholders, we are excited for what this combination will deliver for ourcustomers, partners and employees around the world. Today's agreement is atestament to the strength of ARRIS: our leading technology, talented employeesand established competitive position. With CommScope, we expect to furtheradvance ARRIS' strategy to drive innovation across our iconic brands and pioneerthe standards and pathways for tomorrow's personalized, connected always-onconsumer experience. ARRIS will become part of an even stronger, more global industryleader, and I look forward to working with the CommScope team to achieve great resultsfor the combined company."
Transaction is a criticalstep in fueling growth, shareholder value and customer benefits:
Terms and Financing
Theper share cash consideration represents a premium of approximately 27 percent tothe volume weighted average closing price of ARRIS' common stock for the 30 tradingdays ended October 23, 2018, the day prior to market rumors regarding apotential transaction.
Thetransaction is not subject to a financing condition. CommScope expects tofinance the transaction through a combination of cash on hand, borrowings underexisting credit facilities and approximately $6.3 billion of incremental debt forwhich it has received debt financing commitments from J.P. Morgan SecuritiesLLC, BofA Merrill Lynch and Deutsche Bank Securities Inc.
Inaddition, The Carlyle Group, a former CommScope owner, is reestablishing aminority ownership position in the company through a $1 billion equityinvestment, equal to approximately 16 percent of CommScope's outstandingshares.
"Weare delighted to resume our collaboration with CommScope's accomplishedmanagement team," said Cam Dyer, Carlyle managing director and global co-headof Technology, Media and Telecom. "Webelieve in the company's long-term strategy, customer-centric culture andability to deliver results. This optimism has fueled our desire to be a part ofsuch a promising transaction with ARRIS."
Followingcompletion of the combination, Eddie Edwards will continue in his role as presidentand chief executive officer of CommScope, with Bruce McClelland and othermembers of the ARRIS leadership team joining the combined company.
CommScopewill remain headquartered in Hickory, NC, and the combined company willmaintain a significant presence in Suwanee, GA. Upon completion of thetransaction, CommScope will continue to be led by an experienced board of directorsand management team that leverage the strengths of both companies.
Thetransaction, which is expected to close in the first half of 2019, is subjectto the satisfaction of customary closing conditions; expiration or terminationof the applicable waiting period under the US Hart-Scott-Rodino AntitrustImprovements Act; receipt of certain regulatory approvals; and approval by ARRISshareholders.
Allen& Company LLC, Deutsche Bank, J.P. Morgan Securities LLC, and BofA MerrillLynch are serving as financial advisors to CommScope, and Alston & BirdLLP, Latham & Watkins LLP, Cravath, Swaine & Moore LLP, Pinsent MasonsLLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legalcounsel. Evercore is serving as financial advisor to ARRIS. Troutman Sanders LLP, Herbert SmithFreehills LLP and Hogan Lovells LLP are serving as legal counsel to ARRIS.Simpson, Thacher & Bartlett LLP is serving as Carlyle's legal counsel.
Conference Call andWebcast
CommScopeand ARRIS will host a conference call today, November 8, 2018, at 8:30 a.m. ETto discuss the transaction. The conference call can be accessed by dialing +1844-397-6169 (U.S. and Canada only) or +1 478-219-0508 and giving the passcode 1458698.
Alive webcast of the conference call will be available on the investor relationssection of each company's website at ir.commscope.com and ir.arris.com. Thewebcast will be archived on the investor relations section of each company'swebsite.
Associatedpresentation materials and an infographic regarding the transaction will beavailable on the investor relations section of each company's website at www.commscope.comand www.arris.com.
CommScope (NASDAQ: COMM) helpsdesign, build and manage wired and wireless networks around the world. As acommunications infrastructure leader, we shape the always-on networks oftomorrow. For more than 40 years, our global team of greater than 20,000employees, innovators and technologists have empowered customers in all regionsof the world to anticipate what's next and push the boundaries of what'spossible. Discover more at http://www.commscope.com/
For the latest ARRIS news:
1 Financial metricspresented are adjusted to exclude purchase accounting charges, transaction andintegration costs and other special items.
Caution Regarding Forward Looking Statements
This press release or any other oral or writtenstatements made by CommScope or ARRIS, or on either company's behalf, mayinclude forward-looking statements that reflect the current views of CommScope and/orARRIS (collectively, "us," "we," or "our") with respect to future events andfinancial performance, including the proposed acquisition by CommScope ofARRIS. These statements may discuss goals, intentions or expectations as tofuture plans, trends, events, results of operations or financial condition orotherwise, in each case, based on current beliefs of our management, as well asassumptions made by, and information currently available to, such management.These forward-looking statements are generally identified by their use of suchterms and phrases as "intend," "goal," "estimate," "expect," "project,""projections," "plans," "potential," "anticipate," "should," "could," "designedto," "foreseeable future," "believe," "think," "scheduled," "outlook,""target," "guidance" and similar expressions, although not all forward-lookingstatements contain such terms. This list of indicative terms and phrases is notintended to be all-inclusive.
These statements are subject to various risks anduncertainties, many of which are outside of our control, including, withoutlimitation: dependence on customers' capital spending on data and communicationsystems; concentration of sales among a limited number of customers and channelpartners; changes in technology; industry competition and the ability to retaincustomers through product innovation, introduction and marketing; risksassociated with sales through channel partners; changes to the regulatoryenvironment in which our customers operate; product quality or performanceissues and associated warranty claims; the ability to maintain effectivemanagement information systems and to implement major systems initiativessuccessfully; cyber-security incidents, including data security breaches,ransomware or computer viruses; the risk our global manufacturing operationssuffer production or shipping delays, causing difficulty in meeting customerdemands; the risk that internal production capacity or that of contractmanufacturers may be insufficient to meet customer demand or quality standards;changes in cost and availability of key raw materials, components andcommodities and the potential effect on customer pricing; risks associated withdependence on a limited number of key suppliers for certain raw materials andcomponents; the risk that contract manufacturers we rely on encounterproduction, quality, financial or other difficulties; our ability to integrateand fully realize anticipated benefits from prior or future acquisitions orequity investments; potential difficulties in realigning global manufacturingcapacity and capabilities among global manufacturing facilities or those of ourcontract manufacturers that may affect our ability to meet customer demands forproducts; possible future restructuring actions; substantial indebtedness andmaintaining compliance with debt covenants; our ability to incur additionalindebtedness; our ability to generate cash to service our indebtedness;possible future impairment charges for fixed or intangible assets, includinggoodwill; income tax rate variability and ability to recover amounts recordedas deferred tax assets; our ability to attract and retain qualified keyemployees; labor unrest; obligations under defined benefit employee benefitplans may require plan contributions in excess of current estimates; significantinternational operations exposing us to economic, political and other risks,including the impact of variability in foreign exchange rates; our ability tocomply with governmental anti-corruption laws and regulations and export andimport controls worldwide; our ability to compete in international markets dueto export and import controls to which we may be subject; the impact of theU.K. invoking Article 50 of the Lisbon Treaty to leave the European Union;changes in the laws and policies in the United States affecting trade,including recently enacted tariffs on imports from China, as well as the risksand uncertainties related to tariffs or a potential global trade war that mayimpact our products; costs of protecting or defending intellectual property;costs and challenges of compliance with domestic and foreign environmentallaws; the impact of litigation and similar regulatory proceedings that we areinvolved in or may become involved in, including the costs of such litigation; risksassociated with stockholder activism, which could cause us to incur significantexpense, hinder execution of our business strategy and impact the trading valueof our securities; and other factors beyond our control. These risks anduncertainties may be magnified by CommScope's acquisition of ARRIS, and suchstatements are also subject to the risks and uncertainties related to ARRIS'business.
Such forward-looking statements are subject toadditional risks and uncertainties related to CommScope's proposed acquisitionof ARRIS, many of which are outside of our control, including, withoutlimitation: failure to obtain applicable regulatory approvals in a timelymanner, on acceptable terms or at all, or to satisfy the other closingconditions to the proposed acquisition; the risk that CommScope will notsuccessfully integrate ARRIS or that CommScope will not realize estimated costsavings, synergies, growth or other anticipated benefits, or that such benefitsmay take longer to realize than expected; risks relating to unanticipated costsof integration; the potential impact of announcement or consummation of theproposed acquisition on relationships with third parties, including customers,employees and competitors; failure to manage potential conflicts of interestbetween or among customers; integration of information technology systems;conditions in the credit markets that could impact the costs associated withfinancing the acquisition; the possibility that competing offers will be made; andother factors beyond our control.
These and other factors are discussed in greater detailin the reports filed by CommScope and ARRIS with the U.S. Securities andExchange Commission, including CommScope's Annual Report on Form 10-K for theyear ended December 31, 2017 and Quarterly Report on Form 10-Q for the periodended September 30, 2018 and ARRIS' Quarterly Report on Form 10-Q for theperiod ended June 30, 2018. Although the information contained in this pressrelease represents our best judgment as of the date hereof based on informationcurrently available and reasonable assumptions, neither CommScope nor ARRIS cangive any assurance that the expectations will be attained or that any deviationwill not be material. Given these uncertainties, we caution you not to placeundue reliance on these forward-looking statements, which speak only as of thedate made. Neither CommScope nor ARRIS are undertaking any duty or obligationto update this information to reflect developments or information obtainedafter the date of this report, except as otherwise may be required by law.
Non-GAAP Financial Measures
CommScope and ARRIS' management believe that presentingcertain non-GAAP financial measures provides meaningful information toinvestors in understanding operating results and may enhance investors' abilityto analyze financial and business trends. Non-GAAP measures are not a substitute for GAAP measures and should beconsidered together with the GAAP financial measures. As calculated, CommScope and ARRIS' non-GAAPmeasures may not be comparable to other similarly titled measures of othercompanies. In addition, CommScope andARRIS' management believe that these non-GAAP financial measures allowinvestors to compare period to period more easily by excluding items that couldhave a disproportionately negative or positive impact on results in anyparticular period. GAAP to non-GAAPreconciliations for historical periods are included in the reports CommScopeand ARRIS file with the U.S. Securities and Exchange Commission.
Important AdditionalInformation Regarding the Transaction and Where to Find It
In connection with the proposed transaction, ARRIS willprepare a proxy statement to be filed with the Securities and ExchangeCommission (the "SEC"). When completed, a definitive proxy statement and a formof proxy will be mailed to the stockholders of ARRIS. INVESTORS AND STOCKHOLDERS OF ARRIS ARE URGED TO READ ALL RELEVANTDOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDINGARRIS' PROXY STATEMENT WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING ORINVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILLCONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TOTHE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Thosedocuments, if and when filed, as well as ARRIS' other public filings with theSEC may be obtained without charge at the SEC's web site, http://www.sec.gov, or at ARRIS' website athttp://ir.arris.com. ARRIS' stockholders and other interested parties will alsobe able to obtain, without charge, a copy of the proxy statement and otherrelevant documents (when available) by directing a request by mail to ARRISInvestor Relations, 3871 Lakefield Drive, Suwanee, GA 30024 or athttp://ir.arris.com.
Participantsin the Solicitation
ARRIS and its directors and certain of its executiveofficers, and CommScope and its directors and certain of its executiveofficers, may be deemed to be participants in the solicitation of proxies fromARRIS' stockholders in connection with the proposed transaction. Informationabout the directors and executive officers of ARRIS is set forth in its AnnualReport on Form 10-K for the year ended December 31, 2017, which was filed withthe SEC on March 23, 2018, and its proxy statement for its 2018 annual meetingof stockholders, which was filed with the SEC on March 23, 2018. Informationabout the directors and executive officers of CommScope is set forth in theproxy statement for CommScope's 2018 annual meeting of stockholders, which wasfiled with the SEC on March 20, 2018. Additional information regardingpotential participants in the solicitation of proxies from ARRIS' stockholdersand a description of their direct and indirect interests, by security holdingsor otherwise, will be included in ARRIS' proxy statement when it is filed.
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