Our Next Stage of
Growth ARRIS announces intent to acquire Pace
Town Hall
23 April 2015
Filed by Arris Group, Inc. (SEC File No. 000-31254)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Pace plc
Date: April 23, 2015 |
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
SAFE HARBOR
23 April 2015
ARRIS Internal Confidential
2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. No Offer or Solicitation
This document is provided for informational purposes only and does not
constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any
securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be
any sale, issuance, exchange or transfer of the securities referred to in this document
in any jurisdiction in contravention of applicable law. Forward-Looking Statements This document may
contain forward-looking statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information
affecting or relating to PACE or ARRIS or its industry, products or activities that are
intended to qualify for the protections afforded forward-looking statements
under the Private Securities Litigation Reform Act of 1995 and other laws and
regulations. Forward-looking statements speak only as to the date of the document
and 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 a possible
combination will not be completed, failure to obtain necessary regulatory approvals or
required financing or to satisfy any of the other conditions to the possible
combination, adverse effects on the market price of ARRIS shares and on ARRISs or
Paces operating results because of a failure to complete the possible
combination, failure to realize the expected benefits of the possible combination, negative
effects relating to the announcement of the possible combination or any further
announcements relating to the possible combination or the consummation of the possible combination on the market price of ARRIS shares or Pace shares,
significant transaction costs and/or unknown liabilities, customer reaction to the
announcement of the combination, possible litigation relating to the combination or the
public disclosure thereof, general economic and business conditions that affect the combined companies following the consummation of the possible
combination, 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 combinations 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 Annual Report on Form 10-K for the year ended December 31,
2014. 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 Announcement could cause ARRISs plans with
respect to Pace, ARRISs or Paces 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 to have
been 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 of
this document. ARRIS and Pace expressly disclaim any obligation to release publicly any revisions to forward-looking statements as a result of
subsequent events or developments, except as required by law.
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ARRIS Enterprises, Inc. All rights reserved.
SAFE HARBOR
23 April 2015
ARRIS Internal Confidential
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Important Additional Information Regarding the Transaction Will Be Filed With The SEC
It is expected that the shares of New ARRIS to be issued by New ARRIS to Pace
shareholders under the scheme will be issued in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof. In connection with the
issuance of New ARRIS shares to ARRIS stockholders pursuant to the merger that forms a part of
the combination, New ARRIS will file with the SEC a registration statement on Form
S-4 that will contain a prospectus of New ARRIS as well as a proxy statement of ARRIS relating to the merger that forms a
part of the combination, which we refer to together as the Form S-4/Proxy Statement.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4/PROXY STATEMENT, AND OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION CAREFULLY AND IN THEIR
ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE
PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those documents, if and when filed, as well as
ARRISs and New ARRISs other public filings with the SEC may be obtained without
charge at the SECs website at www.sec.gov, or at ARRISs website at
http://ir.arris.com.
Security holders and other interested parties will also be able to obtain, without charge, a copy of the Form S-4/Proxy Statement and
other relevant documents (when available) by directing a request by mail to ARRIS Investor
Relations, 3871 Lakefield Drive, Suwanee, GA 30024 or at http://ir.arris.com. Security holders may also read and copy any reports, statements and other information filed with the SEC at
the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C.
20549. Please call the SEC at (800) 732-0330 or visit the SECs website for further information on
its public reference room.
Participants in the Solicitation
ARRIS, 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, 2014, which was filed with the SEC on February 27, 2015, and its
proxy statement for its 2015 annual meeting of shareholders, which was filed with the
SEC on April 9, 2015. Other information regarding potential participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained
in the Proxy Statement/Prospectus when it is filed. Pace and New ARRIS are each
organized under the laws of England and Wales. Some of the officers and directors of Pace and New ARRIS are residents of
countries other than the United States. As a result, it may not be possible to sue Pace, New
ARRIS or such persons in a non-US court for violations of US securities laws. It
may be difficult to compel Pace, New ARRIS and their respective 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.
Responsibility
The directors of ARRIS accept responsibility for the information contained in this document
and, to the best of their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this document is in accordance with the facts and it does not omit anything.
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ARRIS Enterprises, Inc. All rights reserved.
The announcement
23 April 2015
ARRIS Internal Confidential
4 |
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
Combination enhances shareholder value
Significantly enhances ARRIS international presence
Provides large scale entry into satellite segment
Broader product portfolio in equipment, software and services
World-class technology and people
~ $8B pro forma revenues
~ 8,500 combined employees, globally based
Accretive transaction that maintains capital structure flexibility
23 April 2015
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Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
ARRIS Internal Confidential |
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
SHAREHOLDERS
ARRIS and Pace to each merge into
subsidiaries of a new holding
company
(New ARRIS)
New ARRIS to be incorporated in the
UK
Operational
headquarters
will
remain
in
Suwanee,
GA
No
Change
in
ARRIS
Board
of
Directors,
CEO or CFO
New ARRIS shares expected to be
listed on NASDAQ
NEW ARRIS
POST-CLOSING STRUCTURE
23 April 2015
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SHAREHOLDERS
~76%
~24%
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
COMBINED ASSETS OF:
POST-CLOSING STRUCTURE
NEW ARRIS
(UK INCORPORATED)
ARRIS Internal Confidential |
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
PACE OVERVIEW
A world leader in technologies, products and services
for
the
Pay
TV
and
broadband
industries,
Pace
has
an
end-to-end range of products and services to simply and
cost-effectively evolve digital services for subscribers
FY2014 Revenue
$2.6 Billion
Over 200 Customers
served, in 50 countries
500+ patents approved or
pending
~2,000 Global Employees
HQ in Saltaire, UK
Non North America
revenue
$2.6B
200+
~38%
500+
2K
23 April 2015
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ARRIS Enterprises, Inc. All rights reserved.
ARRIS Internal Confidential |
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
ARRISs next stage of growth
Entry into the satellite segment
With Paces innovation and talent, we can broaden our
product portfolio in equipment, software, and services
Benefit from Paces strong presence in Latin America
one of our industrys highest growth regions
Become even more responsive to meeting the needs of
our customers around the world
Fuel innovation in our industry
Keep pace with the announced operator consolidations
Create value for our shareholders
23 April 2015
ARRIS Internal Confidential
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ARRIS Enterprises, Inc. All rights reserved.
ARRISs next stage of growth
Diversify ARRISs customer base and geographic presence
Provide scaled entry into satellite segment
Create desirable product portfolio combinations
Support new economies of scale
Generate compelling financial benefits
Fuel innovation
23 April 2015
ARRIS Internal Confidential
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ARRIS Enterprises, Inc. All rights reserved.
ARRIS PORTFOLIO
23 April 2015
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ARRIS Enterprises, Inc. All rights reserved.
ARRIS Internal Confidential
CONNECTED TV CLIENTS
MODEMS
VIDEO GATEWAYS
SET-TOP BOXES
MULTISCREEN
NETWORK & CLOUD
CUSTOMER PREMISES EQUIPMENT
CLOUD SERVICES
ACCESS & TRANSPORT
CMTS / CCAP
VIDEO INFRASTRUCTURE
GLOBAL SERVICES
IP or HFC
Delivery
Network |
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ARRIS Enterprises, Inc. All rights reserved.
PACE PORTFOLIO
23 April 2015
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ARRIS Internal Confidential |
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ARRIS Enterprises, Inc. All rights reserved.
Whats next
Entering period of regulatory and shareholder reviews
Transaction expected to close in the late 2015
Until closing, both ARRIS and Pace will continue to
operate as independent companies
Business as usual!
23 April 2015
ARRIS Internal Confidential
12 |
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ARRIS Enterprises, Inc. All rights reserved.
Do:
Remain focused on continuing to serve our customers
and delivering outstanding results
Execute on our plans
Meet our commitments
Manage our costs
23 April 2015
ARRIS Internal Confidential
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ARRIS Enterprises, Inc. All rights reserved.
Dont:
No discussions are to take place between ARRIS and Pace
regarding information like pricing, bids, customer
contracts or information, future product launches and
any other sensitive topic.
Dont engage with Pace in business meetings with
customers or engage in other practices that could be
interpreted that were acting as one company before the
transaction closes.
When speaking with customers or partners, do not
comment on Paces current or prospective products,
pricing, or company news.
23 April 2015
ARRIS Internal Confidential
14 |
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
Refer external inquiries
Forward all inquiries from reporters, bloggers and
industry analysts to Jeanne Russo, ARRIS Global
Communications, at 215-323-1880.
Forward all inquiries from financial analysts to
23 April 2015
ARRIS Internal Confidential
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ARRIS
Investor
Relations,
at
720-
895-7787.
Bob Puccini
, |
Copyright 2015
ARRIS Enterprises, Inc. All rights reserved.
Speaking on behalf of ARRIS
Only authorized ARRIS leaders are to speak on behalf of
the company
Be cautious with any comments made on chat boards,
social media, and other online channels
23 April 2015
ARRIS Internal Confidential
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ARRIS Enterprises, Inc. All rights reserved.
23 April 2015
ARRIS Internal Confidential
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Our Next Stage
of Growth |