SEPTEMBER 24, 2007 -- ARRIS Group Inc. (search for ARRIS) and C-COR Inc. (search for C-COR) have entered into a definitive agreement through which ARRIS will acquire C-COR for approximately $730 million in a mix of cash and ARRIS stock.
With over 250 customers around the world, the companies collectively reported revenues of over $1.2 billion over the past 12 months. ARRIS asserts the merged company will be the largest pure-play provider of equipment and services to the cable-TV industry.
ARRIS says the acquisition will expand its product portfolio and addressable market and enhances its video growth opportunities. At the same time, it will improve the company's competitive positioning versus diversified industry suppliers. It also predicts an nhanced financial profile with improved margin expansion.
Under the terms of the agreement, approved by the boards of both companies, each share of common stock of C-COR will be converted into the right to receive, at the election of each of the individual holders of C-COR shares, either a cash payment of $13.75 or 0.9642 shares of ARRIS, subject to pro ration if the elections exceed approximately 51% in cash or 49% in stock. The stock component of the consideration is subject to a collar if the average price of ARRIS stock for a 10-trading-day period ending three days prior to closing is greater than $15.69 or less than $12.83.
The merger consideration of $13.75 per C-COR share represents approximately a 19% premium to the 30-day trading average of C-COR common stock and a 39% premium to the closing price of C-COR common stock on September 21, 2007. Subject to affirmative approval of both ARRIS and C-COR shareholders, Hart-Scott-Rodino approval and other clearances, the transaction is expected to close in January 2008.
Bob Stanzione, ARRIS Chairman and CEO, said, "ARRIS and C-COR have had a long standing business relationship. The complementary nature of our portfolios has led us to interact often in supporting our common customers. The combination of our two businesses will create the leading pure play solutions provider to the global cable industry offering a full suite of IP telephony, high speed data, video infrastructure and video management solutions. The combined company will be extremely well positioned to deliver cross-platform solutions aimed at key customer spending initiatives including switched digital video, next generation video on-demand and digital advertising infrastructure. The combination also enables us to build on our leadership positions in cable IP telephony, cable optical and access infrastructure, and cable modem termination systems. Further, this combination will allow us to be at the forefront of innovation within our industry and will enable us to introduce products and solutions that neither company would be able to develop alone."
UBS Investment Bank is acting as financial advisor and Troutman Sanders LLP is acting as legal advisor to ARRIS in connection with the transaction. Merrill Lynch & Co. is acting as financial advisor and Ballard Spahr Andrews & Ingersoll, LLP is acting as legal advisor to C-COR.
Visit ARRIS
VisitC-COR