Transaction expected to close in first half of 2019, subject to regulatory approvals
Combined company expected to help shape the future of connected communications
SUWANEE, Ga., Feb. 1, 2019 /PRNewswire/ -- At the Court and special general shareholder meetings held today in London, ARRIS International plc (ARRS) stockholders voted by the requisite majorities to approve all matters presented regarding the proposed acquisition by CommScope Holding Company, Inc. (COMM) of all of the issued and to be issued ordinary shares of ARRIS (the "Acquisition") pursuant to that certain Bid Conduct Agreement, dated November 8, 2018 (the "Acquisition Agreement")https://www.commscope.com/NewsCenter/PressReleases/CommScope-to-Acquire-ARRIS/.
At the meeting convened by the High Court of Justice in England and Wales (the "Court"), the proposal to approve the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") was approved by stockholders holding 99 percent of the shares voted at the meeting.
At the special general shareholder meeting convened by ARRIS, the proposal to amend ARRIS's articles of association was approved by stockholders holding 99 percent of the shares voted at the meeting.
"This approval marks another important milestone in accelerating our strategy. Together, we believe ARRIS and CommScope have an unprecedented opportunity to help shape future communication networks and to look to deliver additional value to our shareholders, customers, partners and employees," said Bruce McClelland, ARRIS CEO.
ARRIS stockholder approval closely follows the recent expiration of the HSR (Hart-Scott Rodino) Act waiting period in the U.S. ARRIS expects the transaction to close in the first half of 2019, following receipt of the remaining regulatory approvals and the sanction of the Scheme by the Court.
ARRIS International plc (ARRS) is powering a smart, connected world. The company's leading hardware, software and services transform the way that people and businesses stay informed, entertained and connected. For more information, visit www.arris.com.
For the latest ARRIS news:
ARRIS and the ARRIS Logo are trademarks or registered trademarks of ARRIS Enterprises, LLC. All other trademarks are the property of their respective owners. © 2019 ARRIS Enterprises, Inc. All rights reserved.
This release includes forward-looking statements that reflect the current views of ARRIS with respect to future events and financial performance, including the proposed Acquisition. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of the ARRIS management, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "estimate," "expect," "project," "projections," "plans," "potential," "anticipate," "should," "could," "designed to," "foreseeable future," "believe," "think," "scheduled," "outlook," "target," "guidance" and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.
These forward-looking statements are subject to various risks and uncertainties, many of which are outside of the control of ARRIS, including, without limitation: failure to obtain applicable regulatory approvals in a timely manner, on acceptable terms or at all, or to satisfy the other closing conditions to the proposed transactions; the risk that ARRIS will be required to pay the termination fee under the Acquisition Agreement; the potential impact of announcement or consummation of the proposed acquisition on relationships with third parties, including customers, employees and competitors; uncertainties as to the timing of the transaction; the possibility that competing offers will be made; any statements of belief and any statements of assumptions underlying any of the foregoing; and other factors beyond the control of ARRIS.
These and other factors are discussed in greater detail in the reports filed by ARRIS with the U.S. Securities and Exchange Commission, including ARRIS's Quarterly Report on Form 10-Q for the period ended September 30, 2018. Although the information contained in this Current Report represents the best judgment of ARRIS as of the date of this Current Report based on information currently available and reasonable assumptions, ARRIS cannot give any assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, ARRIS cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date made. ARRIS disclaims any duty or obligation to update this information to reflect developments or information obtained after the date of this report, except as otherwise may be required by law.