Empresas y finanzas

ARRIS and TANDBERG Television Announce Intention to Combine



    ARRIS (Nasdaq:ARRS) & TANDBERG Television (OSE:TAT):

    -- 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

    ARRIS and TANDBERG Television 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.

    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.