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 1.01.

Entry into a Material Definitive Agreement
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As previously disclosed on November 8, 2018, CommScope Holding Company, Inc. (“CommScope”) and ARRIS International plc, a public limited company organized under the laws of England and Wales (the “Company” or “ARRIS”), entered into a bid conduct agreement (the “Bid Conduct Agreement”), to which CommScope has agreed to acquire all of the issued and to be issued ordinary shares, £0.01 nominal value per share, of ARRIS for $31.75 per Ordinary Share to a court-sanctioned scheme of arrangement (the “Transaction”).

On January 2, 2019, CommScope and ARRIS entered into an amendment to the Bid Conduct Agreement (the “Amendment”), which provides that ARRIS restricted stock units that are issued to ARRIS employees after the date of the Bid Conduct Agreement and which remain outstanding as of immediately prior to the closing of the Transaction will be converted into CommScope restricted stock units at the closing of the Transaction in accordance with the Bid Conduct Agreement. However, CommScope retains the right to consent to any such issuance and retains the discretion to accelerate any restricted stock units so issued.

The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the Amendment, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Important Additional Information Regarding the Transaction Has Been Filed With The SEC

In connection with the proposed Acquisition, the Company filed a definitive proxy statement and forms of proxy with the Securities and Exchange Commission (the “SEC”) on December 19, 2018, which has been mailed to the shareholders of the Company. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those documents, as well as the Company’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov or at the Company’s website at http://ir.arris.com. Security holders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail to ARRIS Investor Relations, 3871 Lakefield Drive, Suwanee, GA 30024 or at http://ir.arris.com.

Participants in the Solicitation

The Company, 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, 2017, which was filed with the SEC on March 1, 2018, and its proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on March 23, 2018. Other information regarding potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement filed on December 19, 2018.

The Company is organized under the laws of England and Wales. Some of the officers and directors of the Company are residents of countries other than the United States. As a result, it may not be possible to sue the Company or such persons in a non-US court for violations of US securities laws. It may be difficult to compel the Company and its affiliates to subject themselves to the jurisdiction and judgment of a US court or for investors to enforce against them the judgments of US courts.

ARRIS International plc Exhibit
EX-2.1 2 tv510209_ex2-1.htm EXHIBIT 2.1   Exhibit 2.1   FIRST AMENDMENT TO BID CONDUCT AGREEMENT   THIS FIRST AMENDMENT (this “Amendment”) TO BID CONDUCT AGREEMENT is made and entered into as of this 2nd day of January,…
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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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