US-based ARRIS Acquires Set-top Box Maker Pace for $2.1 Billion

U.S-based ARRIS Group, a global innovator in broadband media technology, and Pace, Thursday have jointly announced that they have agreed that ARRIS will acquire Pace for aggregate stock and cash consideration of US$2.1 billion (£1.4 billion). Pace develops set-top boxes, advanced residential gateways, software and services for cable, telco, satellite and IPTV operators.

The transaction will result in the formation of New ARRIS, which will be incorporated in the U.K with its operational and worldwide headquarters being in Suwanee, GA USA. Upon completion of the transaction, ARRIS shareholders will hold approximately 76% of New ARRIS, while Pace shareholders will hold the remianing 24%. ARRIS Chairman and CEO, Bob Stanzione will be New ARRIS Chairman and CEO and the current ARRIS Board of Directors will serve as the New ARRIS Board of Directors.

Under the agreed upon terms, Pace shareholders will receive £1.325 of cash and a fixed exchange ratio of 0.1455 New ARRIS shares for each Pace share, reflecting aggregate consideration as of April 21, 2015 of £4.265 per share, representing a 28% premium to the Pace closing share price as of April 21, 2015. Pace shareholders will receive approximately 48.2 million shares of New ARRIS in aggregate. 

Bob Stanzione, CEO, ARRIS
This transaction is another example of ARRIS's ongoing strategy of investing in the right opportunities to position our company for growth. Adding Pace's talent, products and diverse customer base will provide ARRIS with a large scale entry into the satellite segment, broaden our portfolio and expand our global presence. We expect this merger will enable ARRIS to increase its speed of innovation. We believe this is a tremendous opportunity for ARRIS and our customers, employees, shareholders and partners around the world as we collaborate to invent the future. We look forward to working with the talented and accomplished team at Pace.

Allan Leighton, Chairman, Pace
The Pace Directors believe that ARRIS's offer recognises this value and also gives our shareholders the opportunity to share in the future success of the combined group. While we believe that Pace is strongly positioned to continue to execute its strategy in the medium and long term, we believe that the combination of the complementary ARRIS and Pace businesses will create a platform for future growth above and beyond our standalone potential. We believe this is a great fit for both companies, our employees, customers and trading partners.