UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Dated January 15, 2007
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
Commission File Number 000-31254
3871 Lakefield Drive
Suwanee, Georgia 30024
(770) 622-8400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Transaction Agreement
On January 15, 2007,
ARRIS Group, Inc. (“ARRIS”) entered into a Transaction Agreement (the
“Transaction Agreement”) with Tandberg Television ASA, a Norwegian public limited company
listed on the Oslo Stock Exchange (“Tandberg”), pursuant to which ARRIS agreed to acquire all
outstanding shares of Tandberg stock pursuant to a voluntary tender offer (the “Tender Offer”).
ARRIS is offering Tandberg shareholders consideration having a value of 96 Norwegian Kroner (“NOK”)
per share of Tandberg common stock, consisting of no less than NOK 80 in cash and shares of ARRIS common stock with a value
up to NOK 16. ARRIS has the right to increase the cash portion of the offer at its
discretion so long as the total value of the offer consideration
equals NOK 96 per share. Tandberg shareholders will have the right to
elect to receive what percentage of the consideration they receive in
cash and shares of ARRIS common stock, provided, that such elections
will be subject to pro rata adjustment to ensure that the amount of
cash paid to the Tandberg shareholders does not exceed the limit
specified in the Transaction Agreement. In addition, in no event
shall ARRIS be required to issue a number of shares of its common
stock in excess of 19.9% of its outstanding shares and the amount of
cash paid to the Tandberg shareholders will be increased, if
necessary, to comply with this limitation. The
aggregate purchase is expected to be approximately $1.2 billion at current exchange rates.
The Transaction Agreement
provides for, among other things, the making of the Tender Offer,
covenants by ARRIS and Tandberg, including Tandberg’s covenant to assist ARRIS
in taking all reasonably necessary steps to close the financing and bank facility contemplated in the
commitment letter (as described below), restrictions on Tandberg’s ability to further market the
company, and the payment to ARRIS of an $18 million termination fee in the event a competing offer
is made, the Transaction Agreement is terminated and an alternative
transaction is consummated within a set period of time after
termination of the Transaction Agreement, or if Tandberg’s board
of directors changes its recommendation of the transaction. In
addition, under the terms of the Transaction Agreement, ARRIS has agreed that, to the extent
necessary, it will register the shares issued to the Tandberg shareholders so that such shares may
be resold in the U.S. following the acquisition. The transaction is expected to be completed in
the second quarter of 2007 and is subject to limited conditions,
principally regulatory approvals, as well as ARRIS receiving valid and unconditional acceptances in the Tender
Offer from shareholders representing more than 90% of the shares. If
ARRIS is successful in receiving at least 90% of the outstanding
Tandberg shares, it will conduct a subsequent mandatory offering for
the remaining shares.
On January 15, 2007, ARRIS issued a press release announcing the transaction described above.
A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein
by reference.
Bank Facility Commitment Letter
In connection with the
execution of the Transaction Agreement, ARRIS entered into a Commitment
Letter, dated January 15, 2007 (the “Commitment Letter”), with UBS Loan Finance LLC and UBS
Securities LLC, which Commitment Letter was subsequently amended on
January 18, 2007 to extend the termination date thereof. The Commitment Letter provides for a bank facility consisting of a term loan
facility and a revolving credit facility (collectively, the “Bank Facility”). ARRIS intends to
utilize the funds available through the Bank Facility to finance the majority of the cash
consideration to be paid to Tandberg shareholders in the Tender Offer discussed above, to pay fees,
commissions and expenses in connection with the transaction, and for general working capital and
corporate purposes following the transaction.
The Bank Facility will contain customary representations and warranties, affirmative covenants
and negative covenants, including limitations with respect to certain transactions, payment of
dividends, indebtedness, loans and investments, liens and similar matters. It also will contain
financial covenants including a minimum interest coverage ratio and a maximum leverage ratio. In
addition, the Bank Facility will contain customary closing conditions including a minimum,
post-closing cash balance of $75 million, the completion of the Tender Offer pursuant to the
Transaction Agreement, and the absence of any material adverse changes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 2.1 |
|
Transaction Agreement, dated January 15, 2007, between
ARRIS Group, Inc. and Tandberg Television ASA |
| 99.1 |
|
Press release dated January 15, 2007 |