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

Item1.01.

Entry into a Material Definitive Agreement

On November2, 2016, Broadcom Limited, a limited company organized
under the laws of the Republic of Singapore, Broadcom
Corporation, a California corporation (Broadcom), Brocade
Communications Systems, Inc., a Delaware corporation (Brocade),
and Bobcat Merger Sub, Inc., a Delaware corporation (Merger Sub),
entered into an Agreement and Plan of Merger (as amended to date,
the Merger Agreement). On December18, 2016, Broadcom assigned all
of its rights and obligations under the Merger Agreement and
transferred all of the issued and outstanding capital stock of
Merger Sub to LSI Corporation, a Delaware corporation (Seller).
The Merger Agreement provides that, upon the terms and subject to
the conditions set forth therein, Merger Sub will merge with and
into Brocade (the Merger), with Brocade as the surviving
corporation.As a result of the Merger, Brocade will become a
direct wholly owned subsidiary of Seller.

On February22, 2017, ARRIS International plc (the Company),
Seller and Broadcom, entered into a Stock and Asset Purchase
Agreement (the Agreement), to which, upon the terms and subject
to the satisfaction or waiver of the conditions in the Agreement,
including the consummation of the Merger, ARRIS will acquire the
Ruckus Wireless and ICX Switch Business (the Network Edge
Business) of Brocade (the Transaction).

to the Agreement, (a)Brocade and its applicable subsidiaries will
sell to the Company and/or its applicable subsidiaries (i)the
shares or other equity interests of certain subsidiaries of
Brocade that conduct the Network Edge Business and (ii)certain
assets of the Network Edge Business and (b)the Company and/or its
applicable subsidiaries will assume from Brocade and its
applicable subsidiaries certain liabilities related to the
Network Edge Business. In connection with the Transaction, the
Company will pay Seller approximately $800 million in cash,
subject to adjustment as provided for in the Agreement. The
Transaction is expected to close in the Companys second quarter
ending June30, 2017.

The Company and Seller have each made customary representations,
warranties and covenants in the Agreement, including, among
others, covenants to conduct their businesses in the ordinary
course between the execution of the Agreement and the
consummation of the Transaction. The Transaction is subject to
the consummation of the Merger and satisfaction of customary
closing conditions, including the consummation of the Merger and
obtaining clearance under the Hart-Scott-Rodino Act and from the
Committee on Foreign Investment in the United States.

A copy of the Agreement is filed as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The
foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Agreement.

The Agreement has been filed as an exhibit to this Form 8-K to
provide you with information regarding the terms of the Agreement
and is not intended to modify or supplement any factual
disclosures about the parties. In particular, the Agreement and
the summary included herein are not intended to be, and should
not be relied upon as, disclosures regarding any facts and
circumstances relating to the parties. The representations and
warranties have been negotiated with the principal purpose of
establishing the circumstances in which a party may have the
right not to close the transaction if the representations and
warranties of the other party prove to be untrue due to a change
in circumstance or otherwise, and allocates risk between the
parties, rather than establishing matters as facts. The
representations and warranties also may be subject to a
contractual standard of materiality different from those
generally applicable to shareholders.

Forward-Looking Statements

This report and other communications regarding the Transaction
contain forward-looking statements concerning the Transaction,
the expected benefits, and the timing of closing.Forward-looking
statements generally may be identified by the use of
forward-looking terms such as may, will, expects, believes,
anticipates, plans, estimates, projects, targets, forecasts,
outlook, impact, potential, confidence, improve, optimistic,
deliver, comfortable, trend and seeks, or the negative of such
terms or other variations on such terms or comparable
terminology.These forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking
statements. Such risks and uncertainties include, but are not
limited to, the possibility that proposed acquisition of Brocade
by Broadcom will not be completed and the possibility that the
proposed acquisition of the Network Edge Business by ARRIS will
not

be completed, whether as a result of the failure to obtain
necessary regulatory approvals, to satisfy any of the other
conditions to the transactions or otherwise; adverse effects on
the market price of ARRIS shares and on ARRISs operating results
because of a failure to complete the acquisition; failure of
ARRIS to realize the expected benefits of the acquisition;
negative effects relating to the announcement of the possible
acquisition or any further announcements relating to the
acquisition or the consummation of the acquisition on the market
price of ARRIS shares; significant transaction costs and/or
unknown liabilities; customer reaction to the announcement of the
proposed acquisition; possible litigation relating to the
acquisition; general economic and business conditions that affect
the combined companies following the consummation of the
acquisition; commercial acceptance and use of the Shared Spectrum
Small Cell market by ARRISs customers; changes in global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax laws
or their interpretation or application, regulations, rates and
policies; future business acquisitions or disposals; and
competitive developments. These factors are not intended to be an
all-encompassing list of risks and uncertainties.Additional
information regarding these and other factors can be found in
ARRISs reports filed with the SEC, including its Quarterly Report
on Form 10-Q for the quarter ended September30, 2016. By their
nature, forward-looking statements involve known and unknown
risks and uncertainties because they relate to events and depend
on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in
this release could cause ARRISs plans with respect to the
business acquired from Broadcom, ARRISs actual results,
performance or achievements, industry results and developments to
differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove correct and persons reading this document are therefore
cautioned not to place undue reliance on these forward-looking
statements, which speak only as at the date hereof. ARRIS
expressly disclaims any obligation to update or correct these
forward-looking statements except as required by law.

Item7.01.

Regulation FD

The joint press release dated February22, 2017, announcing the
Transaction, has been furnished as an exhibit to this Form 8-K.

Item9.01.

Financial Statements and Exhibits.

(d)

Exhibits

2.1		Stock and Asset Purchase Agreement, dated February22, 2017, by and among ARRIS International plc, LSI Corporation, and Broadcom Corporation*
99.1		Joint Press Release dated February22, 2017

*	Certain exhibits, annexes, and schedules omitted to Item601(b)(2) of Regulation S-K. The registrant agrees to furnish copies thereof to the Securities and Exchange Commission upon request.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: February23, 2017

Exhibit Index

Exhibit No.		Description
2.1		Stock and Asset Purchase Agreement, dated February22, 2017, by and among ARRIS International plc, LSI Corporation, and Broadcom Corporation*
99.1		Joint Press Release dated February22, 2017

*	Certain exhibits, annexes, and schedules omitted

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. ARRIS INTERNATIONAL PLC (NASDAQ:ARRS) Recent Trading Information
ARRIS INTERNATIONAL PLC (NASDAQ:ARRS) closed its last trading session down -4.50 at 26.20 with 5,246,638 shares trading hands.