Arris shareholders sign off on CommScope deal

During a special general shareholder meeting held Friday in London, Arris' shareholders voted to approve the deal for the company to be bought by CommScope.

In November, CommScope announced it would buy all of the issued and to-be-issued ordinary shares of telecommunications equipment maker Arris in an all-cash transaction for $31.75 per share, or a total purchase price of about $7.4 billion. That deal also included the repayment of Arris' debt.

As part of that November announcement, CommScope said it would finance the acquisition via a combination of cash and borrowings.

At the meeting convened by the High Court of Justice in England and Wales, the proposal to approve the scheme of arrangement under Part 26 of the Companies Act 2006 was approved by stockholders holding 99% of the shares voted at the meeting.

At the special general shareholder meeting convened by Arris, the proposal to amend Arris' articles of association was approved by stockholders holding 99% of the shares voted at the meeting.

"This approval marks another important milestone in accelerating our strategy," said Arris CEO Bruce McClelland in a prepared statement. "Together, we believe Arris and CommScope have an unprecedented opportunity to help shape future communication networks and to look to deliver additional value to our shareholders, customers, partners and employees."

The approval by Arris stockholders closely followed the recent expiration of the Hart-Scott-Rodino Act waiting period in the U.S.

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Arris expects the deal to close in the first half of 2019, following receipt of the remaining regulatory approvals and the sanction of the scheme by the court.

During an earnings release on Monday, CommScope reported estimated net sales of $1.045 billion to $1.07 billion for the fourth quarter, up from its earlier guidance issued in November of $1.015 to $1.065 billion. The company projects full-year net sales for 2018 at $4.555 billion to $4.580 billion, up from its guidance of $4.525 billion to $4.575 billion. CommScope's stock was up 8% on Monday after it issued the estimate.

The combination of CommScope and Arris, on a pro forma basis, would create a company with approximately $11.3 billion in annual sales and adjusted EBITDA of approximately $1.8 billion, based on results for the two companies for the 12 months ended Sept. 30, 2018. 

CommScope previously said the transaction was expected to be more than 30% accretive to its adjusted earnings per share by the end of the first full year after the deal closes. It also said the combined company would generate about $1 billion in cash flow.

Arris brings its customer premise equipment, which includes access devices such as broadband modems, gateways and routers as well as video set-top boxes, into CommScope's product line. Arris also has a network and cloud division that combines broadband and video infrastructure with cloud-based software solutions.

Arris' enterprise networks division includes Ruckus Wireless and ICX Switch businesses for wireline and wireless connectivity. Arris' lineup includes Citizens Broadband Radio Service solutions, which overlaps CommScope's product line to a degree.