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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On October 10, 2011, ARRIS Group, Inc., a Delaware corporation ("Parent"), Amsterdam Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and BigBand Networks, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). As contemplated by the terms of the Merger Agreement, Purchaser commenced, on October 21, 2011, a cash tender offer (the "Offer") to purchase all outstanding shares (the "Shares") of common stock, par value $0.001 per Share, of the Company, at a price of $2.24 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated October 21, 2011, included as an exhibit to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the Securities and Exchange Commission (the "SEC") on October 21, 2011. (Continued on footnote 2) |
(2) |
The Offer expired at 12:00 midnight, New York City time, on Friday, November 18, 2011. An aggregate of 67,103,577 Shares were validly tendered and not withdrawn (including 728,324 Shares tendered under guaranteed delivery procedures), representing approximately 92.5% of the Company's outstanding common stock. On November 21, 2011, Purchaser accepted for payment all validly tendered and not withdrawn Shares. |
(3) |
On November 21, 2011, the Company filed a Form 15 with the SEC to terminate the registration of its common stock under Section 12 of the Securities Exchange Act of 1934, as amended. |
(4) |
Purchaser was a direct, wholly owned subsidiary of Parent and was the owner of the Shares purchased in the Offer. Pursuant to the terms of the Merger Agreement, on November 21, 2011, Purchaser merged with and into the Company (the "Merger") and each share of common stock, par value $0.001 per share, of Purchaser that was outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.001 per share, of the Company, as the surviving corporation. As a result of the Merger, Purchaser's corporate existence ceased. |