ARRIS to acquire Ruckus Wireless and ICX switch business for $800 million in cash

Acquisition adds strong portfolio of wireless and wired networking products and key technologies to address rapidly growing wireless broadband markets for Enterprise and Service Providers

Transaction contingent on Broadcom closing its acquisition of Brocade Communications Systems, Inc., previously announced on November 2, 2016

SUWANEE, Ga., SINGAPORE, and SAN JOSE, Calif., Feb. 22, 2017 /PRNewswire/ -- ARRIS International plc, (NASDAQ:ARRS) and Broadcom Limited (NASDAQ:AVGO) today jointly announced that they have entered into an agreement for ARRIS to acquire Brocade Communication Systems Inc.'s Ruckus Wireless and ICX Switch business for cash consideration of $800 million, plus the additional cost of unvested employee stock awards, following the closing of Broadcom's acquisition of Brocade. ARRIS expects the acquisition to be accretive to its Non-GAAP earnings per share in the first 12 months.

This portfolio will expand ARRIS's leadership in converged wired and wireless networking technologies beyond the home into the education, public venue, enterprise, hospitality, and MDU segments. ARRIS plans to establish a dedicated business unit within the company focused on innovative wireless networking and wired switching technology to address evolving and emerging needs across a number of vertical markets. The business unit will be led by current Ruckus COO, Dan Rabinovitsj.

"We are building upon our successful history of making investments that significantly grow our business and create value for our customers, employees, shareholders and partners," said Bruce McClelland, ARRIS CEO. "Driven by ever-growing demand for high-speed, reliable, and effortless connectivity, service providers and enterprises will continually invest in their wired and wireless networks. The next five years will see exciting changes as every service provider will become a wireless operator of some fashion. Enterprises and venues will upgrade their broadband networks to provide new innovative value-added services and faster, more seamless internet access."

"We have a history of partnering with Ruckus and the talented employees that created this powerful brand and platform. We are excited to welcome about 1,600 new employees and an extensive network of enterprise channel partners to the ARRIS family," added McClelland.

"ARRIS is a leader powering today's digital world, and this combination signifies a win-win for Ruckus Wireless and ICX switching employees, partners and customers," said Dan Rabinovitsj, Ruckus COO. "Joining the ARRIS team will allow us to accelerate the pace of innovation and expand our industry-leading networking portfolio, leveraging ARRIS resources and scale."

"We are pleased to announce this transaction with ARRIS, which will allow us to focus our energy on quickly integrating Brocade's Fibre Channel SAN business once we close the Brocade acquisition," stated Broadcom CEO Hock Tan.

The closing of the transaction is subject to regulatory approvals in various jurisdictions and other customary closing conditions but does not require shareholder approval by either company, is not subject to any financing conditions, and is presently expected to close approximately one month following the closing of Broadcom's acquisition of Brocade.

The transaction is contingent on Broadcom closing its acquisition of Brocade, previously announced on November 2, 2016 and approved by Brocade shareholders on January 26, 2017. Broadcom presently expects to close the Brocade acquisition in its third fiscal quarter ending July 30, 2017.

LionTree Advisors is acting as lead financial advisor, and Troutman Sanders LLP is acting as counsel to ARRIS on this transaction. Barclays is acting as lead financial advisor, and Latham & Watkins LLP is acting as counsel to Broadcom on this transaction.

Conference Call and Webcast Details

ARRIS will host a conference call at 5:00 pm ET today to discuss this announcement in conjunction with its fourth quarter 2016 earnings results. You may participate in this conference call by dialing (888) 713-4209 or (617) 213-4863 and providing the ARRIS International plc name, conference pass code 776 161 08#, and Bob Puccini as the moderator. A replay of the conference call can be accessed approximately two hours after the call through March 1, 2017 by dialing (888) 286-8010 or (617) 801-6888 and using the pass code 23890201. Live internet access to the call will be available through the Investor Relations section of the Company's website at www.arris.com. A replay will also be made available for a period of 12 months following the conference call on ARRIS's website at www.arris.com.

About ARRIS:

ARRIS International plc. (NASDAQ:ARRS) is a world leader in entertainment and communications technology. Our innovations combine hardware, software, and services across the cloud, network, and home to power TV and Internet for millions of people around the globe. The people of ARRIS collaborate with the world's top service providers, content providers, and retailers to advance the state of our industry and pioneer tomorrow's connected world.