SUWANEE, GA, January 14, 2013 – ARRIS Group, Inc. (NASDAQ: ARRS), a global innovator in broadband media technology, announced today that it has entered into an agreement to sell approximately 10.6 million shares of its common stock, valued at $150.0 million, to Comcast Corporation. The sale of the shares to Comcast will be made in connection with the previously announced ARRIS acquisition of the Motorola Home business from Motorola Mobility, a subsidiary of Google Inc. As provided for in the Motorola Home business acquisition agreement, the shares issued to Comcast will reduce, on a share-for-share basis, the number of shares of ARRIS stock to be issued to Google and simultaneously increase the cash consideration to be received by Google by $150.0 million. As a result of the sale to Comcast, Comcast and Google will each own approximately 7.85% of the outstanding ARRIS shares post-closing based on ARRIS’ current capitalization. Neither the total amount of consideration paid by ARRIS for Motorola Home, nor the total amount of shares to be issued by ARRIS (now to Google and Comcast) will change as a result of this investment by Comcast.
“We are very pleased that Comcast has agreed to make this significant investment in ARRIS,” said Bob Stanzione, Chairman and CEO of ARRIS. “We believe this investment by one of our largest customers is a strong indication of customer support for the Motorola Home acquisition and its potential to accelerate innovation to the benefit of the industry and consumers.”
The issuance of the shares to Comcast is conditioned on the closing of the Motorola Home acquisition and other customary conditions and is expected to close at the same time as the closing of the Motorola Home acquisition.
Qatalyst Partners LP is acting as the lead financial advisor and Davis Polk & Wardwell LLP is acting as lead legal counsel to Comcast Corporation on this transaction. Evercore Partners is acting as lead financial advisor and Troutman Sanders is acting as lead legal counsel to ARRIS on this transaction. Bank of America Merrill Lynch is also advising ARRIS. Barclays is acting as financial advisor and Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Google on this transaction.