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.
