Both companies receive overwhelming shareholder backing to create a new broadband solutions leader

December 14, 2007

2 Min Read

SUWANEE, Ga. -- ARRIS (Nasdaq: ARRS - News) today announced that it has completed its acquisition of C-COR Inc. (Nasdaq: CCBL - News) pursuant to the Merger Agreement signed on September 23, 2007. As previously announced, the proposed merger was overwhelmingly approved today by the shareholders of both ARRIS and C-COR with approximately 98% of the shares voted cast in favor of the transaction.

As cable operators, telecom service providers and pay-TV providers compete for subscribers, the triple play of voice, data and video, and the eventual quad play with mobile, is driving increased bandwidth demand and need for advanced video management solutions. Additionally, as new services such as IP telephony, high definition television and on-demand television emerge, the pressure on bandwidth will increase further, pushing network capacity requirements higher and higher. These macro-trends underpin the combination of ARRIS and C-COR and will drive the future success and growth of the new company.

The combination of ARRIS and C-COR:

  • Creates a leading broadband solutions company with combined sales of over $1.2 billion over the past twelve months

  • Enhances ARRIS financial profile with improved margins

  • Expands the ARRIS product portfolio and addressable market

  • Diversifies revenue across core customer relationships and enables deeper participation in network infrastructure capacity spending

  • Creates a global, technologically diverse team with a broader and stronger platform from which to drive portfolio expansion

ARRIS expects to issue former C-COR shareholders approximately $366 million in cash and approximately 25.1 million shares of ARRIS common stock. As a result of the average closing price of ARRIS' common stock for the ten trading day period ending three trading days before the closing, each share of C-COR will be converted into the right to receive, either (i) a cash payment of $13.75 or (ii), 1.0245 shares of ARRIS and a cash payment of $0.688. The stock portion of the consideration, including the $0.688 cash payment per share, was increased pursuant to the merger agreement to reflect the decrease in the trading price of ARRIS' common stock after the execution of the merger agreement.

Arris Group Inc. (Nasdaq: ARRS)

C-COR Corp. (Nasdaq: CCBL)

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