ARRIS and TANDBERG Television Announce Intention to Combine
* The newly created company will have the scale and the critical mass to lead the market for converged voice, data and video systems
* ARRIS to acquire outstanding shares of TANDBERG Television for NOK 96
* TANDBERG Television board and senior management recommend offer to shareholders
Atlanta, US – 15th January 2007 – ARRIS (Nasdaq:ARRS), and TANDBERG Television (Oslo:TAT.OL), today announced that they have reached an agreement to combine the two companies through an acquisition of all outstanding TANDBERG Television shares by ARRIS. The offer price of NOK 96 consists of NOK 80 cash and NOK 16 shares in ARRIS, a US NASDAQ listed company, although ARRIS can increase the cash portion of the offer at its discretion. The aggregate purchase is expected to be $1,214 M at current exchange rates. The transaction is expected to be completed in Q2 2007 and is subject to regulatory and other customary approvals, as well as, to ARRIS receiving valid and unconditional acceptances of the offer from shareholders representing more than 90% of the shares.
After diligent, thorough review, the Board of Directors of TANDBERG Television unanimously recommends the shareholders accept the ARRIS offer. “The on-going industry consolidation amongst our key customer base creates a demand for companies that can offer an increasing scale and scope of supply on a global basis. The combination of ARRIS and TANDBERG Television clearly creates that market leading supplier of voice, video and data solutions. Further, the NOK 96 offer price represents a substantial premium of 47% to TANDBERG Television’s 90 trading day average share price.” says Jan Christian Opsahl, Chairman of TANDBERG Television.
Combining the resources and experience of ARRIS and TANDBERG Television will produce a new company, unique in its ability to enable voice, video and data over any network and to any device. ARRIS is a leading global provider of VoIP, (voice over IP) data broadband network equipment and consumer premises devices; TANDBERG Television leads the digital video sector with more than 25% share of the global video processing market and award-winning solutions for advanced compression, on-demand and interactive television.
ARRIS and TANDBERG Television have a strong shared philosophy of innovation and track-records of profitable growth. The new company will have a significant global presence with over 1600 employees and 2000+ customers in more than 100 countries. ARRIS’ strong North American cable business and strategic customers in key international markets will be significantly expanded through TANDBERG Television’s international market leadership position in IPTV, HDTV and on-demand television.
“The combination of ARRIS and TANDBERG Television is positive for the digital media industry and a truly exceptional opportunity for both companies. By bringing together these two market leaders we are able to expand on our vision to be the global leader in the provision of digital IP infrastructure and to enable voice, video and data to be delivered over integrated broadband networks from the content provider to the head-end to the home,” says Bob Stanzione, Chairman & CEO of ARRIS. “With this merger we are creating a new force, with best in class technologies and an outstanding team of people with a unique understanding of all service provider networks, the technologies that enable them and the content that travels through them.”
As cable operators, telcos and pay-TV providers compete for the subscriber, the triple play of voice, data and video, and the eventual quad play with mobile, is driving increased bandwidth needs. Additionally, as new services such as VoIP and high definition, on-demand TV emerge, the pressure on bandwidth increases further, pushing data speed requirements over 100Mbps. These macro-trends underpin the combination of ARRIS and TANDBERG Television and will drive the future success and growth of the new company and its highly scalable, revenue producing technologies for high speed data, VoIP, IPTV, HDTV and on-demand television.
“Our customers are increasingly relying on next generation technologies to help them create and distribute converged and differentiated voice, data and video services. There is a clear benefit in being able to source these solutions from one trusted partner. The combined ARRIS and TANDBERG Television is ideally placed to provide the technologies, the knowledge and the systems delivery and integration expertise that our customers around the world can rely on to build profitable digital businesses,” said Eric Cooney, CEO of TANDERG Television.
ARRIS – www.arrisi.com - is a global communications technology company specializing in the design and engineering of broadband networks. The company is a leading developer, manufacturer and supplier of cable telephony, video and high-speed data equipment, as well as outside plant construction and maintenance equipment for cable system operators. With 750 employees in offices across North America, Latin America, Europe and Asia Pacific, ARRIS is headquartered in Atlanta, Georgia. ARRIS delivered revenues through nine months of 2006 of approximately US$657 million and recently announced that it would exceed previous revenue guidance.
TANDBERG Television – www.tandbergtv.com - has a 15 year track record of excellence and technology firsts in the digital video market. The company’s market leading solutions for the creation, management and delivery of video across cable, satellite, IP, wireless, telco and terrestrial networks are used by the world’s leading network operators, broadcasters, content owners and program makers to deliver new viewer experiences and advertising opportunities. With 875 employees, including an award-winning R&D team of more than 350 highly skilled software and hardware engineers, TANDBERG Television has offices around the world and regional headquarters in Southampton, UK; Atlanta, Georgia and Hong Kong. TANDBERG Television 2006 revenues are estimated to be approximately US$350M.
This press release contains forward-looking statements which are subject to safe harbors created under the U.S. federal securities laws. These statements include, among others, statements concerning projections of revenues, income and other financial items; plans for future products; growth in the cable equipment market; and growth in demand for high speed access including cable telephony for ARRIS Group Inc, and statements regarding the financial performance of ARRIS following completion of the TANDBERG Television acquisition, its ability to drive the strategic benefits outlined and the timeframe during which the acquisition is expected to close. Statements regarding future events are based on the parties’ current expectations. Actual results may differ materially from those contained in any forward-looking statement. Specific factors which could cause such material differences include, among other things, successful outcome of the offer process for the TANDBERG Television shares, regulatory approval of the acquisition, the potential impact on the business of TANDBERG Television due to uncertainty about the acquisition, the retention of employees of TANDBERG Television and the ability of ARRIS to successfully integrate TANDBERG Television’s opportunities, technology, personnel and operations. All financials for TANDBERG Television are based on IFRS standards. A U.S. GAAP reconciliation is not available at this time. The statements in this presentation that use such words as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “estimate,” or “plan,” or similar expressions are also forward-looking statements. The above listing of factors is representative and is not intended as an all-encompassing list of such factors. We disclaim any obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.
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