4/8/2016
`
`Statement re Special Meeting re Pace - RNS - London Stock Emhange
`
`Regulatory Story
`
`Go to market news section
`
`4%.-
`
`Released 17:35 21-Oct-2015
`
`ARRIS Group Inc -
`
`STATEMENT RE SPECIAL MEETING RE PACE
`
`RNS Number : 0353D
`
`ARRIS Group Inc
`21 October 2015
`
`Not for release, publication or distribution, in whole or in part, directly or indirectly,
`in,
`into or from any jurisdiction where to do so would constitute a violation of the
`relevant laws or regulations of such jurisdiction.
`
`FOR IMMEDIATE RELEASE
`21 October 2015
`
`RECOMMENDED COMBINATION
`
`OF
`
`PACE PLC ("PACE")
`
`AND
`
`ARRIS GROUP, INC. ("ARRlS")
`
`Update on the recommended proposed cash and share combination of ARRIS Group,
`Inc. ("ARRIS") and Pace plc ("Pace") (the "Combination")
`
`ARRIS announces that at a special meeting of stockholders held on 21 October 2015, ARRIS’
`stockholders approved the merger agreement
`implementing ARRIS’ pending acquisition of
`Pace and the related reorganization in a cash and stock transaction. The proposal to adopt
`the transaction agreement and approve the merger (the "Merger Proposal") was approved by
`ARRIS stockholders holding 129,714,934 shares, representing approximately 88 percent of
`the outstanding ARRIS shares as of the record date (10 September 2015) and over 99 percent TQ DELTA’ LLC
`of the shares voted at the meeting.
`Exhibit 2003
`ARRISV. TQ DELTA
`1pR2016_0()42g
`
`English law requires that Pace hold two special meetings to approve the scheme of
`arrangement: a court-ordered meeting and a general meeting, both of which are scheduled to
`be held on 22 October 2015.
`
`http://vwwv. I ondonstoclemhang e.com/e)chang e/news/mar|et- news/rnarlet-news-detaiI/other/12549448.htm|
`
`1/5
`
`

`
`4/8/201 6
`
`Statement re Special Meeting re Pace - RNS - London Stock Emhange
`
`is a condition to the closing of the
`ARRIS stockholder approval of the Merger Proposal
`Combination. Generally completion of the Combination remains subject to the expiration or
`termination of
`the waiting period under the United States Hart-Scott-Rodino Antitrust
`Improvements Act of 1976 and the satisfaction of similar merger control requirements in Brazil
`and Colombia, together with satisfaction of other customary closing conditions.
`
`Bob Stanzione, ARRIS chairman and chief executive officer, commented "We are pleased to
`complete another condition to the closing of the combination. We continue to believe that our
`strong, complementary businesses provide expanded opportunities to support our customers
`and increase our speed of innovation as we collaborate to invent the future."
`
`For further information please contact:
`
`ARRIS Investor Contacts
`
`Bob Puccini
`
`Tel: (+1 720 895 7787)
`
`ARRIS Media Contacts
`
`Jeanne Russo
`
`Tel: (+1 215 323 1880)
`
`David Hulmes
`
`Tel: (+44 118 921 5550)
`
`Evercore (Financial Adviser to ARRIS)
`
`Naveen Nataraj
`
`Tel: (+1 212 857 3100)
`
`Edward Banks
`
`Tel: (+44 20 7653 6000)
`
`Dealing Disclosure requirements
`
`Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any
`class of relevant securities of an offeree company or of any securities exchange offeror (being
`any offeror other than an offeror in respect of which it has been announced that its offer is, or
`is likely to be, solely in cash) must make an Opening Position Disclosure following the
`commencement of the offer period and,
`if later, following the announcement in which any
`securities exchange offeror is first identified. An Opening Position Disclosure must contain
`details of the person's interests and short positions in, and rights to subscribe for, any
`relevant securities of each of (i)
`the offeree company and (ii) any securities exchange
`offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
`made by no later than 3.30 pm (London time (BST)) on the 10th business day following the
`commencement of the offer period and,
`if appropriate, by no later than 3.30 pm (London time
`(BST)) on the 10th business day following the announcement
`in which any securities
`exchange offeror is first identified. Relevant persons who deal in the relevant securities of the
`offeree company or of a securities exchange offeror prior to the deadline for making an
`Opening Position Disclosure must instead make a Dealing Disclosure.
`
`Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or
`more of any class of relevant securities of the offeree company or of any securities exchange
`offeror must make a Dealing Disclosure if the person deals in any relevant securities of the
`offeree company or of any securities exchange offeror. A Dealing Disclosure must contain
`
`h‘l'l1pZ//\MMN. I ondonstocl<e)chang e.com/e)chang e/news/mar|et- news/marlet-news-detaiI/other/12549448.htm|
`
`2/5
`
`

`
`4/8/201 6
`
`Statement re Special Meeting re Pace - RNS - London Stock Emhange
`
`details of the dealing concerned and of the person's interests and short positions in, and
`rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
`securities exchange offeror, save to the extent
`that
`these details have previously been
`disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
`be made by no later than 3.30 pm (London time (BST)) on the business day following the date
`of the relevant dealing.
`
`If two or more persons act together pursuant to an agreement or understanding, whether
`formal or informal, to acquire or control an interest in relevant securities of an offeree company
`or a securities exchange offeror, they will be deemed to be a single person for the purpose of
`Rule 8.3.
`
`Opening Position Disclosures must also be made by the offeree company and by any offeror
`and Dealing Disclosures must also be made by the ofieree company, by any offeror and by
`any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
`
`Details of the offeree and offeror companies in respect of whose relevant securities Opening
`Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
`Table on the Takeover Panel's website at http://vvvvw.thetakeoverpanel.org.uk, including details
`of the number of relevant securities in issue, when the offer period commenced and when any
`offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44
`
`(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening
`Position Disclosure or a Dealing Disclosure.
`
`No Offer or Solicitation
`
`This announcement is provided for informational purposes only and does not constitute an
`offer to sell, or an invitation to subscribe for, purchase or exchange any securities or the
`solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance,
`exchange or transfer of the securities referred to in this announcement in any jurisdiction in
`contravention of applicable law.
`
`Fowvard-looking Statements
`
`This announcement may contain forward-looking statements concerning certain trends,
`expectations, forecasts, estimates, and other fon/vard-looking information affecting or relating
`to ARRIS and its
`industry, products and activities that are intended to qualify for the
`protections afforded "fonlvard-looking statements" under the Private Securities Litigation
`Reform Act of 1995 and other laws and regulations. Fon/vard-looking statements speak only
`as to the date of this announcement and may be identified by the use of forvvard-looking terms
`such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects,"
`"targets," "forecasts," "outlook," "impact," "potential," "confidence," "improve," "optimistic,"
`"deliver," "comfortable," "trend" and "seeks," or the negative of such terms or other variations
`on such terms or comparable terminology. These forvvard-looking statements are subject to
`risks and uncertainties that may cause actual results to differ materially from those indicated
`in the fon/vard-looking statements. Such risks and uncertainties include, but are not limited to,
`the possibility that a possible Combination will not be completed, failure to obtain necessary
`regulatory approvals or required financing or to satisfy any of the other conditions to the
`possible Combination, adverse effects on the market price of ARRIS shares and on ARRIS‘ or
`Pace's operating results because of a failure to complete the possible Combination, failure to
`realize the expected benefits of the possible Combination, negative effects relating to the
`announcement of the possible Combination or any fiirther announcements relating to the
`possible Combination or the consummation of the possible Combination on the market price
`of ARRIS shares or Pace shares, significant transaction costs and/or unknown liabilities,
`customer reaction to the announcement of the Combination, possible litigation relating to the
`Combination or the public disclosure thereof, general economic and business conditions that
`affect the combined companies following the consummation of the possible Combination,
`changes in global, political, economic, business, competitive, market and regulatory forces,
`future exchange and interest rates, changes in tax laws or their interpretation or application,
`
`http://wlmv. I ondonstocl<e)chang e.com/e)chang e/news/mar|et- news/marlet-news-detaiI/other/12549448.htm|
`
`3/5
`
`

`
`4/8/201 6
`
`Statement re Special Meeting re Pace - RNS - London Stock Emhange
`
`regulations, rates and policies, future business combinations or disposals and competitive
`developments. These factors are not
`intended to be an all-encompassing list of risks and
`uncertainties. Additional information regarding these and other risks and uncertainties can be
`found in Proxy Statement under "Risk Factors" and "Management's Discussion and Analysis
`of Financial Condition and Results of Operations of Pace," and in other ARRIS reports filed
`with the SEC and incorporated by reference herein, including its Quarterly Report on Form 10-
`Q for the quarter ended June 30, 2015. By their nature, fonivard-looking statements involve
`known and unknown risks and uncertainties because they relate to events and depend on
`circumstances that will occur in the future. The risks and uncertainties described in the
`
`context of such forvvard-looking statements in this announcement could cause ARRIS’ plans
`actual results, performance or achievements, or industry results and developments to differ
`materially fi'om those expressed in or implied by such forward-looking statements. Although it
`is believed that the expectations reflected in such fon/vard-looking statements are reasonable,
`no assurance can be given that such expectations will prove to have been correct and persons
`reading this announcement are therefore cautioned not to place undue reliance on these
`fonivard-looking statements which speak only as at the date of this announcement. ARRIS
`expressly disclaims any obligation to release publicly any revisions to fon/vard-looking
`statements as a result of subsequent events or developments, except as required by law.
`
`Important Additional Information Regarding the Pace Transaction Filed with the SEC
`
`it is expected that the shares of ARRIS
`In connection with the proposed acquisition of Pace,
`lntemational ("New ARR|S") to be issued by New ARRIS to Pace shareholders under the
`scheme will be issued in reliance upon the exemption from the registration requirements of
`the Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof.
`In connection
`with the issuance of New ARRIS shares to ARRIS stockholders pursuant to the merger that
`forms a part of the transaction, New ARRIS has filed with the SEC a registration statement on
`Form S-4 that contains a prospectus of New ARRIS as well as a proxy statement of ARRIS
`relating to the merger that forms a part of the Combination, which we refer to together as the
`Form S-4/Proxy Statement.
`
`INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4/PROXY
`STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
`
`THE TRANSACTION CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN
`IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
`TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Those
`
`documents, if and when filed, as well as ARRIS‘ and New ARRIS‘ other public filings with the
`SEC may be obtained without charge at the SEC's website at vwvw.sec.gov and at ARRIS‘
`website at http://ir.arris.com. Security holders and other interested parties will also be able to
`obtain, without charge, a copy of the Form S-4/Proxy Statement and other
`relevant
`documents by directing a request by mail to ARRIS Investor Relations, 3871 Lakefield Drive,
`Suwanee, GA 30024 or at http://ir.arris.com. Security holders may also read and copy any
`reports, statements and other information filed with the SEC at the SEC public reference room
`at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call
`the SEC at
`(800) 732-0330 or visit the SEC's website for further information on its public reference room.
`
`Participants in the Solicitation
`
`ARRIS, its directors and certain of its executive officers may be considered participants in the
`solicitation of proxies in connection with the transactions contemplated by the Form S-
`4/Proxy Statement. Information about the directors and executive ofiicers of ARRIS is set forth
`in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed
`with the SEC on February 27, 2015, and its proxy statement for its 2015 annual meeting of
`shareholders, which was filed with the SEC on April 9, 2015. Other information regarding
`potential participants in the proxy solicitations and a description of their direct and indirect
`interests, by security holdings or otherwise, is contained in the Form S-4/Proxy Statement.
`
`Pace and New ARRIS are each organized under the laws of England and Wales. Some of the
`
`h‘l'l1pZ//\MMN. I ondonstocl<e)chang e.com/e)chang e/news/mar|et- news/marlet-news-detaiI/other/12549448.htm|
`
`4/5
`
`

`
`4/8/2016
`
`Statement re Special Meeting re Pace - RNS - London Stock Emhange
`
`officers and directors of Pace and New ARRIS are residents of countries other than the United
`
`it may not be possible to sue Pace, New ARRIS or such persons in a
`States. As a result,
`non-US court for violations of US securities laws.
`It may be difiicult to compel Pace, New
`ARRIS and their respective affiliates to subject themselves to the jurisdiction and judgment of
`a US court or for investors to enforce against them the judgments of US courts.
`
`This infom1ation is provided by RNS
`
`The company news service from the London Stock Exchange
`
`END
`
`STRUAONRVOARUAA
`
`CLOSE
`
`g Landau
`
`stock E:-:E:l'Ir.'II'rgv.-3
`
`._
`
`I Economic Bombshell... Powerful tool predicts
`
`SFTS lntra r._iat__j £u_i:::ticn
`
`12
`
`2
`
`21
`
`Get price
`confidence
`
`in strict
`
`confidence
`
`Sponsored Financial Content
`
`I Peter Schiff: Timeline of Social Security’s
`
`Collapse
`Wall Street Daily
`
`I Tiny Stock with huge potential
`123marketnews.com
`
`I Top Stock for 2016
`Venturecapital News
`
`the date America will fall.
`
`Money and Markets
`
`London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible
`for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries
`specified therein should not be relied upon other than by such persons andlor outside the specified countries. Terms and
`conditions, including restrictions on use and distribution apply.
`
`©2014 London Stock Exchange plc. All rights reserved
`
`t re SpecialMeeting re Pace - RNS
`
`http://vwwv. I ondonstoclemhang e.com/exchang e/news/mar|et- news/rnarlet-news-detaiI/other/12549448.htm|
`
`5/5