ARRIS Stockholders Approve Proposals Related to ARRIS's Acquisition of Pace

Staff Report From Metro Atlanta CEO

Thursday, October 22nd, 2015

ARRIS Group Inc. today announced that at a special meeting of stockholders held October 21, 2015, ARRIS's stockholders approved the merger agreement implementing ARRIS's 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 was approved by stockholders holding 129,714,934 shares, representing approximately 88 percent of the outstanding ARRIS shares as of the record date (September 10, 2015) and over 99 percent of the shares voted at the meeting.

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 October 22, 2015.

These stockholder approvals are conditions to the closing of the acquisition and the merger. The closing of these transactions 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 CEO, 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."