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12/14/2007 - Suwanee, GA: ARRIS (Nasdaq: ARRS)
today announced that it has completed its acquisition of C-COR Inc.
(Nasdaq: CCBL) 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.
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