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ARRIS Launches Voluntary Tender Offer For TANDBERG Television


2/15/2007 - Suwanee, GA: ARRIS Group, Inc. (Nasdaq: ARRS) today launched a tender offer for the shares of TANDBERG Television ASA (Oslo: TAT). The agreement to launch the tender offer of TANDBERG Television was previously announced on 15 January 2007. The transaction provides ARRIS the depth and scale to prosper in the high growth video content creation, management and delivery markets to complement its market leadership in voice over IP and high speed data solutions. The offer values TANDBERG Television at approximately US$1.2 billion at the exchange rate as of 12 January 2007.
The offer price of NOK 96 consists of at least NOK 80 in cash and up to NOK 16 in shares of ARRIS other than holders of 700 or less shares of TANDBERG Television, who will receive all cash consideration. The aggregate purchase price is expected to be approximately US$1.2 billion at the exchange rate as of 12 January 2007. The transaction is expected to be completed in the second quarter of 2007 and is subject to regulatory and other customary approvals, as well as ARRIS’ receiving valid and unconditional acceptances of the offer from TANDBERG Television shareholders representing more than 90% of the shares.

The Board of Directors of TANDBERG Television has unanimously recommended the offer to its shareholders and further suggested that the shareholders accept the ARRIS offer.

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 consumer device. ARRIS is a leading global provider of VoIP, data broadband network equipment and consumer premises devices; TANDBERG Television is a market leader in both the digital video sector and the global video processing market with 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 merged company will have a significant global presence with over 1600 employees and more than 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 voluntary tender offer period currently is scheduled from 15 February 2007 until 15 March 2007. For further details regarding the tender offer see the actual tender offer document. The offer document can also be downloaded from the ARRIS website at after 9 AM EST, 3 PM CET, on 15 February 2007.

About ARRIS and TANDBERG Television:
ARRIS - - 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.

TANDBERG Television - - 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.

Forward-looking Statements
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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