ARRIS INTERNATIONAL PLC (NASDAQ:ARRS) Files An 8-K Entry into a Material Definitive Agreement

ARRIS INTERNATIONAL PLC (NASDAQ:ARRS) Files An 8-K Entry into a Material Definitive Agreement
Item 2.01 Entry into a Material Definitive Agreement

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As previously disclosed, on February 22, 2017, ARRIS International plc (the “Company”), LSI Corporation, a Delaware corporation (“Seller”), and Broadcom Corporation, a California corporation (“Broadcom”), entered into a Stock and Asset Purchase Agreement (together with the subsequent amendments described below, the “Agreement”) for the acquisition of the Ruckus Wireless and ICX Switch Business (the “Network Edge Business”) of Brocade Communication Systems LLC (formerly known as Brocade Communication Systems, Inc.) (“Brocade”), a direct wholly-owned subsidiary of the Seller (the “Transaction”). The Network Edge Business includes the shares or other equity interests of certain subsidiaries of Brocade that conduct the Network Edge Business, certain assets of the Network Edge Business and certain liabilities related to the Network Edge Business.

On October 16, 2017, the Company and Seller entered into an amendment to the Agreement providing for the extension of the outside closing date.

On November 30, 2017, the Company and Seller entered into a Second Amendment to the Agreement (the “Second Amendment”) providing, among other things, for the treatment of certain cash and receivables to be acquired by the Company, amending the terms of the related asset purchase agreement related to the transfer of the Network Edge Business assets and liabilities in India and the delayed closing with respect to the same and various matters related to the transfer of employees in connection with the transaction. A copy of the Second Amendment is filed with this Current Report as Exhibit 2.3 and is incorporated herein by reference.

On December 1, 2017, the Company completed the Transaction. The total cash consideration paid was approximately $841 million, which reflects approximately $779 million for the purchase price of the Network Edge Business (net of adjustments for working capital) and approximately $62 million for the cash-out of equity awards held by transferring employees, each as contemplated by the Agreement, and was paid from cash on hand. The purchase price remains subject to customary post-closing adjustments as provided for in the Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information with respect to the closing of the Transaction set forth in Item 2.01 above is incorporated by reference into this Item 2.01.

Item 2.01. Regulation FD Disclosures

The press release dated December 1, 2017, announcing the closing of the Transaction has been furnished as Exhibit 99.1 to this Current Report and is incorporated herein this Item 2.01 by reference.

Item 2.01. Financial Statements and Exhibits.

(d) Exhibits

2.1

Stock and Asset Purchase Agreement, dated February 22, 2017, by and among ARRIS International plc, Seller, and Broadcom (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K, filed on February 23, 2017)

2.2

Amendment to Stock and Asset Purchase Agreement, dated October 16, 2017, by and between ARRIS International plc and Seller (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K, filed on October 16, 2017)

2.3 Second Amendment to Stock and Asset Purchase Agreement, dated November 30, 2017, by and among ARRIS International plc and Seller
99.1 Press Release dated December 1, 2017


ARRIS International plc Exhibit
EX-2.3 2 tv480554_ex2-3.htm EXHIBIT 2.3   Exhibit 2.3   SECOND AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT   THIS SECOND AMENDMENT (this “Amendment”) TO STOCK AND ASSET PURCHASE AGREEMENT is made and entered into to be effective as of this 30th day of November,…
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About ARRIS INTERNATIONAL PLC (NASDAQ:ARRS)

ARRIS International plc focuses on entertainment and communications technology. The Company operates in two segments: Customer Premises Equipment (CPE), and Network & Cloud (N&C). The CPE segment’s products include Set-Top, Gateway, digital subscriber line (DSL) and Cable Modem, and Embedded Multimedia Terminal Adapter (E-MTA) and Voice/Data Modem. The N&C segment includes various products, such as Infrastructure Products, Global Services and Cloud Solutions. It enables service providers, including cable, telephone, and digital broadcast satellite operators, and media programmers to deliver media, voice and Internet Protocol (IP) data services to their subscribers. It is engaged in offering set-tops, digital video and Internet Protocol Television (IPTV) distribution systems, broadband access infrastructure platforms, and associated data and voice CPE, which it also sells directly to consumers through retail channels.

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