ARRIS in definitive agreement to acquire C-COR

Telecomworldwire, Sept 24, 2007

TELECOMWORLDWIRE-24 September 2007-ARRIS in definitive agreement to acquire C-COR(C)1994-2007 M2 COMMUNICATIONS LTD http://www.m2.com

ARRIS Group Inc (Nasdaq: ARRS), a provider of broadband local access networks, and C-COR Incorporated (Nasdaq: CCBL), a provider of integrated access and management platforms, announced on Sunday (23 September) that the companies have entered into a definitive agreement under which ARRIS will acquire C-COR .

The purchase price is approximately USD730m in a mix of cash and ARRIS stock. The companies collectively reported revenues of over USD1.2bn over the past twelve months.

Under the terms of the definitive agreement, each share of common stock of C-COR will be converted into the right to receive, at the election of each of the individual holders of C-COR shares, either a cash payment of USD13.75 or 0.9642 shares of ARRIS, subject to pro ration if the elections exceed approximately 51% in cash or 49% in stock. The merger consideration of USD13.75 per C-COR share reportedly represents approximately a 19% premium to the 30-day trading average of C-COR common stock and a 39% premium to the closing price of C-COR common stock on 21 September 2007.

The stock component of the consideration is subject to a collar if the average price of ARRIS stock for a ten trading day period ending three days prior to closing is greater than USD15.69 or less than USD12.83.

The acquisition is expected to close in January 2008, subject to affirmative approval of both the companies' shareholders, Hart-Scott-Rodino approval and other clearances.

ARRIS expects the transaction to improve its gross margins. The combined company is expected to enjoy the advantages of economies of scale.

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