ARRIS INTERNATIONAL PLC (NASDAQ:ARRS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously announced, on November 8, 2018, ARRIS International plc (the “Company” or “ARRIS”), entered into a Bid Conduct Agreement (as amended, the “Acquisition Agreement”) with CommScope Holding Company, Inc. (“CommScope”), to which CommScope has agreed to acquire all of the issued and to be issued ordinary shares of ARRIS (the “Acquisition”) for $31.75 in cash per ordinary share of ARRIS (“Ordinary Share”). The Acquisition will be effected to a scheme of arrangement (the “Scheme”) under Part 26 of the Companies Act 2006.
On February 1, 2019, ARRIS held a meeting of shareholders convened by the High Court of Justice in England and Wales (the “Court Meeting”) and a special general meeting of shareholders (the “General Meeting”), in each case relating to the pending Acquisition. ARRIS’s shareholders approved each of the proposals to be acted on at the Court Meeting and the General Meeting, in each case by the requisite majorities. All votes at both the Court Meeting and the General Meeting were conducted on a poll.
The consummation of the Acquisition remains subject to various closing conditions, including, among other things, (i) the sanction of the Scheme by the High Court of Justice of England and Wales, (ii) the receipt of certain required regulatory approvals or lapse of certain review periods with respect thereto, (iii) the absence of a Company Material Adverse Effect (as defined in the Acquisition Agreement), (iv) the accuracy of representations and warranties (subject, in certain cases, to certain materiality or Company Material Adverse Effect qualifiers, as applicable) and (v) the absence of legal restraints prohibiting or restraining the Acquisition.
The final results of voting on each of the items submitted to a vote of ARRIS’s shareholders at the Court Meeting and the General Meeting are as follows:
Court Meeting
Court Scheme Proposal: To approve (with or without modification) the Scheme to be made between ARRIS and the holders of the Scheme Shares (as defined in the Scheme).
ARRIS shareholders approved the proposal with the following voting results:
| Votes For | Votes Against | Abstained |
| 134,238,625 | 141,958 | 694,527 |
In addition, of the 33 record shareholders voting on the proposal, 31 record shareholders, or 93.94% of those voting, voted in favor of the proposal and 2 record shareholders or 6.06% voted against the proposal.
General Meeting
Articles Amendment Proposal: To authorize, for the purpose of giving effect to the Scheme between ARRIS and the holders of the Scheme Shares, the directors of ARRIS to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and to amend the articles of association of ARRIS.
ARRIS shareholders approved the proposal with the following voting results:
| Votes For | Votes Against | Abstained |
| 134,401,224 | 103,180 | 442,104 |
Transaction-Related Compensation Proposal: To approve, on an advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection with the proposed Acquisition, and the agreements and understandings to which such compensation may be paid or become payable.
ARRIS shareholders approved the proposal with the following voting results:
| Votes For | Votes Against | Abstained |
| 132,355,818 | 2,031,054 | 559,636 |
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.
