Second Quarter 2015
Earnings Conference Call
July 29, 2015
Filed by ARRIS Group, Inc. (SEC File No. 000-31254)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Pace plc
Date: July 29, 2015 |
Copyright 2015 ARRIS Enterprises, Inc. All rights reserved. No Offer or Solicitation This presentation 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 document in any jurisdiction in contravention of applicable law. Forward-Looking Statements Statements in this presentation, including those related to the outlook for 2015 and beyond, expected revenues and net
income, gross margins, operating expenses, income taxes, the proposed
acquisition of Pace, acceptance of certain ARRIS products, the
general market outlook, and industry trends, are forward-looking statements. These statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Among other things,
projected results are based on preliminary estimates, assumptions
and projections that management believes to be reasonable at this
time, but are largely beyond managements control; ARRIS is dependent upon customer decisions to purchase the Companys products - these decisions can be deferred and customers also may select competitor products; completion of the Pace acquisition is subject to satisfaction of a number of conditions outside of ARRIS control, including
receipt of necessary regulatory approvals, and the approval of
the shareholders of ARRIS and Pace; failure to realize the
expected benefits of the Pace acquisition or recently competed AVN transaction,
negative effects relating to the announcement of the transactions
or any further announcements relating to the transactions, significant transaction costs and/or unknown liabilities; and because the market in which ARRIS operates is volatile and actions taken and contemplated
may not achieve the desired impact. Other factors that could cause
results to differ materially from current expectations include:
the uncertain current global economic climate and financial markets, and their impact on our customers plans and access to capital; the impact of rapidly changing technologies; the impact of competition on product development and
pricing; the
impact of the strong U.S. dollar; the ability of ARRIS to react to changes in general industry and market conditions; rights to intellectual property and the current trend toward increasing patent litigation, market trends and the adoption of industry
standards; possible acquisitions and dispositions; the impact of pending
M&A transactions within both the customer and supplier base,
including the acquisition of DIRECTV by AT&T, the proposed acquisition of Time Warner by Charter, the proposed acquisition by Frontier Communications of several properties owned by Verizon, and the proposed acquisition of
Suddenlink by Altice. These factors are not intended to be an
all-encompassing list of risks and uncertainties that may affect the Companys business. Additional information regarding these and other factors can be found in ARRIS reports filed with the Securities and Exchange Commission, including its Form 10-Q for the year ended March 31, 2015. In providing
forward- looking statements, the Company expressly disclaims
any obligation to update publicly or otherwise these statements,
whether as a result of new information, future events or otherwise, except as
required by law Safe Harbor
ARRIS Q2 2015 Earnings Call
July 29, 2015 |
Copyright 2015 ARRIS Enterprises, Inc. All rights reserved. Important Additional Information Regarding the Transaction will be Filed With the SEC
In connection with the proposed acquisition of Pace, it is expected that the
shares of New ARRIS 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
preliminary 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 Preliminary Form S-4/Proxy Statement. The Preliminary Form S-4/Proxy Statement is not complete and will be further amended.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY 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
ARRISs and New ARRISs other public
filings with the SEC may be obtained without charge at the SECs website at www.sec.gov and at ARRISs website at http://ir.arris.com. Security holders and other interested parties will also be able to obtain, without charge, a copy of
the Preliminary 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 SECs 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 Preliminary Form S-4/ Proxy Statement. Information about the directors and executive officers 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 Preliminary S-4/Proxy Statement. Pace and New ARRIS are each organized under the laws of England and Wales. Some of the officers and directors of Pace and
New ARRIS are residents of countries other than the United States. As a result,
it may not be possible to sue Pace, New ARRIS or such persons in a
non-US court for violations of US securities laws. It may be difficult 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.
Safe Harbor ARRIS Q2 2015 Earnings Call July 29, 2015 |
Copyright 2015 ARRIS Enterprises, Inc. All rights reserved. Announced acquisition of Pace Completed Charter joint venture for ActiveVideo Amended credit agreement that provides for improved terms and conditions and the Pace acquisition Q2 2015 Highlights *See reconciliation of GAAP to Non-GAAP measures. ARRIS Q2 2015 Earnings Call July 29, 2015 |
Copyright 2015 ARRIS Enterprises, Inc. All rights reserved. ARRIS and Pace: Combination enhances shareholder value: Significantly enhances ARRIS international presence Provides large scale entry into satellite segment Accretive transaction - $0.45 to $0.55(Non-GAAP) in the first twelve months Acquisition update: Applied for regulatory approval in 6 jurisdictions Received approval in Germany and South Africa Received a second request from the US DOJ on 6/29/2015 S-4 filed with SEC on 7/2/2015, expecting comments soon Anticipating shareholder votes this fall Integration planning underway Anticipate close Q4, 2015 July 29, 2015 ARRIS Q2 2015 Earnings Call |
Copyright 2015 ARRIS Enterprises, Inc. All rights reserved. Business Outlook Second Half 2015 Solid outlook for US Cable market Telco demand pressures continue Modest international growth in spite of strong US dollar Pace acquisition closes 2016 Promising pipeline for growth Expanding Gigabit services Increasing demand for WiFi solutions DOCSIS 3.1 refresh cycle NBN commercial launch New projects with Liberty Global Increased capital investment following announced industry M&A July 29, 2015 ARRIS Q2 2015 Earnings Call |