4/11/2016
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`ARRIS Completes Pace Acquisition
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`TQ DELTA, LLC
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`Exhibit 2005
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`ARRSS V. YQ DELTA
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`}PR2016—00429
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`ARRIS Completes Pace Acquisition
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`Combined companies to transform video and broadband delivery through broadened
`portfolio, global footprint, and customer base
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`Jan O4,2016,16:35 ET from ARRIS Group, Inc.
`(http://www.prnewswire.com/news/arris+group%2C+inc.)
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`SUWANEE, Ga., Jan. 4, 2016 /PRNewswire/ —— ARRIS International plc (NASDAQ: ARRS), the
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`new parent company of ARRIS Group, |nc., today completed its $2.1B (£1.4B) acquisition of
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`Pace plc — combining the two companies‘ strengths in entertainment and communications
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`delivery.
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`The transaction combines the strengths of both companies on a global sca|e—broadening
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`ARR|S's worldwide CPE leadership with a competitive stake in satellite communications;
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`leveraging new synergies in telco TV; expanding its cloud, network, home, and services portfolio;
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`and increasing its collaboration with the world's leading service providers. In addition to CPE,
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`the combination further establishes ARRIS as a global leader in HFC/Optics, complementing its
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`established CMTS leadership position.
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`ARRIS acquired Pace with a combination of stock and cash. The newly combined company is
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`incorporated in the U.K., with operational and worldwide headquarters remaining in Suwanee,
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`GA, USA. ARRIS |nternationa|'s shares are listed on the NASDAQ stock exchange under the
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`ticker symbol ARRS. ARRIS shareholders will own approximately 76 percent of the new
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`company, with former Pace shareholders owning the remaining 24 percent. Based on current
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`information, including the closing price for the ARRIS Group shares on January 4, initial analysis
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`indicates that the transaction will not be taxable to U.S. holders of the former ARRIS Group
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`shares. However, final information regarding the aggregate stockholder basis as of the closing of
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`the transaction in the former ARRIS Group shares and applicable earnings and profits will not be
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`available for some time, and the current expectation as to the taxable nature of the transaction
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`http://www.printthis.cIickabi|ity.com/pt/cpt?expire=&tit|e=ARR|S+Comp|etes+Pace+Acquisition&ur| |D=543788172&action=cpt&partner|D=506122&cid=3641633 .. 1/5
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`4/11/2016
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`ARRIS Completes Pace Acquisition
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`may change. ARRIS will communicate and post on the investor relations portion of its web site
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`any changes in the determination, and the final determination will be made and announced by
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`ARRIS following the end of the 2016 tax year.
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`"ARR|S is investing in our industry's next stage of growth. This acquisition enables us to scale
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`our leadership and innovation to transform global entertainment and communications for
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`millions of people,'' said Bob Stanzione, Chairman and CEO of ARRIS. "Our combined
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`organization unites two of the strongest leadership and engineering teams in the industry-
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`giving us the scale, expertise, and technology to make ARRIS, more than ever before, the partner
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`of choice for the world's leading service providers. Together with our customers, we're creating a
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`world of connected, personalized entertainment and communications that blend seamlessly
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`into our everyday lives.''
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`Bob Stanzione will lead the combined organization as Chairman and CEO. The ARRIS Board of
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`Directors will remain unchanged.
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`About the Acquisition
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`The acquisition is expected to create $0.65 — $0.75 Non-GAAP EPS accretion in the next 12
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`months. ARRIS expects to benefit from improved product, company, and operational
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`expenditures, a reduced tax rate, and a strong, flexible balance sheet.
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`ARRIS will provide additional information on its February 17th earnings call.
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`About ARRIS
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`ARRIS International plc (NASDAQ: ARRS) is a world leader in entertainment and
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`communicationstechnology. Our innovations combine hardware, software, and services across
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`the cloud, network, and home to power TV and Internet for millions of people around the globe.
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`The people of ARRIS collaborate with the world's top service providers, content providers, and
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`retailers to advance the state of our industry and pioneer tomorrow's connected world.
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`Together, we are inventing the future. For more information, visit www.arris.com.
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`http://www.printthis.cIickabi|ity.com/pt/cpt?expire=&tit|e=ARR|S+Comp|etes+Pace+Acquisition&ur| |D=543788172&action=cpt&partner|D=506122&cid=3641633 .. 2/5
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`4/11/2016
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`ARRIS Completes Pace Acquisition
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`For the latest ARRIS news:
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`0 Check out our biog: ARRIS EVERYWHERE
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`- Follow us on Twitter: @ARR|S
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`Forward-Looking Statements
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`This press release contains forward—looking statements concerning the taxability of the
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`transaction and the expected benefits, including the expected non-GAAP EPS accretion.
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`Forward—looking statements speak only as to the date of the document and may be identified by
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`the use of forward-looking terms such as "may", "will", "expects", "believes", "anticipates",
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`"plans", "estimates", "projects", "targets", "forecasts", "outlook", "impact", "potential",
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`"confidence", "improve", "optimistic", "de|iver", "comfortab|e", "trend" and "seeks", or the
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`negative of such terms or other variations on such terms or comparable terminology. These
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`forward—looking statements are subject to risks and uncertainties that may cause actual results
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`to differ materially from those indicated in the forward-looking statements. Such risks and
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`uncertainties include, but are not limited to, the failure to realize the expected benefits of the
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`combination, additional information available only after the transaction close that may impact
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`the taxable nature of the transaction to stockholders, significant transaction costs and/or
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`unknown liabilities, changes in tax laws or their interpretation or application, regulations, rates
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`and policies, customer reaction to the combination, general economic and business conditions
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`that affect the combined company, changes in global, political, economic, business, competitive,
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`market and regulatory forces, future exchange and interest rates, future business combinations
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`or disposals and competitive developments. These factors are not intended to be an all-
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`encompassing list of risks and uncertainties. Additional information regarding these and other
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`factors can be found in ARR|S's reports filed with the SEC, including the Quarterly Report on
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`Form 10-Q for the period ended September 30, 2015 filed by ARRIS Group, Inc. (as predecessor
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`to ARRIS International) and the Form S-4 (file no. 333—205442) filed by ARRIS. By their nature,
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`forward-looking statements involve known and unknown risks and uncertainties because they
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`relate to events and depend on circumstances that will occur in the future. The factors
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`described in the context of such forward-looking statements in this release could cause ARR|S's
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`plans for the combined company, actual results, performance or achievements, industry results
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`and developments to differ materially from those expressed in or implied by such forward-
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`ARRIS Completes PaceAcquisition
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`looking statements. Although it is believed that the expectations reflected in such forward-
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`looking statements are reasonable, no assurance can be given that such expectations will prove
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`to have been correct and persons reading this document are therefore cautioned not to place
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`undue reliance on these forward-looking statements which speak only as at the date of this
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`document. ARRIS expressly disclaims any obligation to release publicly any revisions to
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`forward-looking statements as a result of subsequent events or developments, except as
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`required by law.
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`ARRIS and the ARRIS Logo are trademarks or registered trademarks of ARRIS Enterprises, Inc.
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`All other trademarks are the property of their respective owners. © ARRIS Enterprises,
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`Inc. 2016. All rights reserved.
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`SOURCE ARRIS Group, Inc.
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`ARRIS Com pletes Pace Acquisition
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