ARRIS Group (ARRS) to Acquire BigBand (BBND) for $2.24/Share
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ARRIS Group, Inc. (Nasdaq: ARRS) and BigBand Networks (Nasdaq: BBND) today announced that they have entered into a definitive agreement whereby ARRIS will acquire BigBand Networks for a purchase price of $2.24 per share in cash. This equates to a diluted equity value of approximately $172 million, or $53 million net of estimated BigBand cash on hand.
The acquisition will be conducted by means of a tender offer for all of the outstanding shares of BigBand, which is expected to commence within ten business days and will be subject to customary closing conditions, including the acquisition by ARRIS of a majority of BigBand's shares and the receipt of antitrust clearance in the United States if applicable.
The board of directors of BigBand has unanimously recommended that the shareholders of BigBand accept the offer. Redpoint Ventures and ValueAct Capital Partners, holders of 32% of the outstanding shares of BigBand, have agreed to tender their shares in the offer and to vote their shares in favor of the merger agreement and against any other transaction, subject to the provisions of the agreement. Completion of the transaction is expected to occur in late 2011.
UBS Investment Bank is acting as exclusive financial advisor and Troutman Sanders LLP is acting as legal counsel to ARRIS on this transaction. Centerview Partners, LLC is acting as the exclusive financial advisor and Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal counsel to BigBand on this transaction.
The acquisition will be conducted by means of a tender offer for all of the outstanding shares of BigBand, which is expected to commence within ten business days and will be subject to customary closing conditions, including the acquisition by ARRIS of a majority of BigBand's shares and the receipt of antitrust clearance in the United States if applicable.
The board of directors of BigBand has unanimously recommended that the shareholders of BigBand accept the offer. Redpoint Ventures and ValueAct Capital Partners, holders of 32% of the outstanding shares of BigBand, have agreed to tender their shares in the offer and to vote their shares in favor of the merger agreement and against any other transaction, subject to the provisions of the agreement. Completion of the transaction is expected to occur in late 2011.
UBS Investment Bank is acting as exclusive financial advisor and Troutman Sanders LLP is acting as legal counsel to ARRIS on this transaction. Centerview Partners, LLC is acting as the exclusive financial advisor and Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal counsel to BigBand on this transaction.
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