Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ARRIS GROUP INC | d242112d8k.htm |
| EX-99.3 - EX-99.3 - ARRIS GROUP INC | d242112dex993.htm |
| EX-99.1 - EX-99.1 - ARRIS GROUP INC | d242112dex991.htm |
 ARRIS Announces
Acquisition of BigBand
Networks
Building Leadership in Video Networking
October 11, 2011
Exhibit 99.2 |
 Safe
Harbor October 11, 2011
2
ARRIS Acquires BigBand Networks Conference Call
This
presentation
contains
forward
looking
statements.
These
statements
include,
among
others, accelerating time to market, increasing opportunities for ARRIS, plans to
optimize BigBand Networks’
performance, the transaction being neutral to accretive by mid-2012 and
offering upside potential thereafter, being optimistic about the
acquisition, the acquisition
offering new opportunities to expand the customer base, generate
broader opportunities,
continued innovation, and the time frame during which the acquisition is expected
to close. Statements
regarding
future
events
are
based
on
the
parties’
current
expectations.
The
statements
in
this
press
release
and
presentation
that
use
such
words
as
“believe,”
“expect,”
“intend,”
“anticipate,”
“contemplate,”
“estimate,”
or “plan,”
or similar expressions are also
forward looking-statements. Actual results may differ materially from
those contained in any forward-looking statement. Specific factors
that could cause material differences include, among other things,
shareholder approval of the acquisition, regulatory approval of the
acquisition, the potential impact on the business of BigBand Networks due to
uncertainty about the acquisition, the retention of employees of BigBand
Networks, the ability of ARRIS to successfully integrate BigBand
Networks’ opportunities, technology, personnel and
operations,
and
the
customer
demand
for
our
products.
The
above
listing
of
factors
is
representative and is not intended as an all-encompassing list of
factors. For additional factors please see our respective Form
10-Qs for the quarter ended June 30, 2011. We disclaim any
obligation to update forward-looking statements, whether as a result of new
information, future events or otherwise. |
 Important Information
The planned tender offer referred to in these materials has not yet commenced. This
description is not an offer to buy or the solicitation of an offer to sell
any securities. At the time the planned tender offer is commenced, the
Company will file a Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission (“SEC”), and BigBand Networks
will file a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. The Tender Offer Statement (including an
offer to purchase, a related letter of
transmittal and other tender offer documents) and the Solicitation/Recommendation
Statement will contain important information that should be read
carefully before making any decision to
tender securities in the planned tender offer. All of those materials (and
all other tender offer documents filed with the SEC) will be made available
at no charge on the SEC’s website, www.sec.gov. In addition, the Tender Offer Statement on Schedule TO and related offering
materials may be obtained for free (when they become available) from
the Company. October 11, 2011
3
ARRIS Acquires BigBand Networks Conference Call |
 Transaction Summary…
$2.24 in Cash per BigBand share or ~$172 million
~$53
million
net
of
cash
on
hand
Tender Offer
Unanimous BigBand Board Recommendation
Voting Agreement with two largest BigBand
shareholders (~32% ownership)
Majority shareholder acceptance in tender offer period
Customary Regulatory Approval
Late 2011
Neutral/Accretive (non-GAAP) by mid-2012
Estimated $18M transaction and transition costs
~$20M in cash tax benefit from NOLs over time
Offer Price:
Form:
Support Agreements:
Closing Conditions:
Target Closing:
Key Metrics:
4
ARRIS Acquires BigBand Networks Conference Call
October 11, 2011
1. BigBand cash on hand estimated to be $119 M
1 |
 Strategic Rationale…
October 11, 2011
5
ARRIS Acquires BigBand Networks Conference Call |
 Acquisition Builds on ARRIS Strategy…
Maintain a strong capital structure, mindful of our 2013 debt maturity,
share repurchase opportunities and other capital needs
including M&A Grow our current
businesses into a more complete portfolio including a
strong
video
product
suite.
Continue
to
invest
in
the
evolution
toward
enabling true network convergence onto an all IP platform (Convergence
Enabled.)
Continue
to
expand
our
product/service
portfolio
through
internal
developments, partnerships and
acquisitions Expand our international
business and begin to consider opportunities in
markets other than cable
Continue to invest in and evolve the ARRIS talent pool to implement the
above…
6
Convergence Enabled. A World Where Broadband Communication and
Entertainment Services can be Consumed Anywhere, Anytime
October 11, 2011
ARRIS Acquires BigBand Networks Conference Call |
  BigBand
Company Overview -
Innovator and Market Leader
Founded in 1998
-
Headquarters: Redwood City, CA
-
Research & Development: Tel Aviv, Israel;
Shenzhen, China; Westborough, MA
Leader in Digital Video Networking
-
Advanced Advertising
•
AT&T Local Advertising
•
1 Billion+ transactions /year
-
Switched Digital Video (SDV)
•
39 million homes passed
•
Cox Expansion Q2 2011
-
Universal EdgeQAMs
•
900K channels shipped
•
Beijing Gehua VoD launch Q2 2011
-
Broadcast Video
•
5000 chassis deployed
•
Verizon FiOS TV
North America: Top 2 Telcos, 9 of top 10 Cable Operators
200+ global customers, 50+ million subscribers
North America: Top 2 Telcos, 9 of top 10 Cable Operators
200+ global customers, 50+ million subscribers
October 11, 2011 |
 Broadcast
Video
Broadband
Media Router
(BMR)
Broadcast Video
+ Zoned
Advertising
BigBand Networks Product Strategy:
Transition from Broadcast to Personal Video
Broadcast
1:1 Personalization
Personal
Video
Broadcast
Video
Switched
Digital
Video
Switched Video
(Multicast)
Converged Video
Exchange
(CVEx™)
SDV/vIP
Universal Edge
QAM (BEQ™)
MSP
QAM
High
Performance
IPTV
Addressable
Ads/Personal
Services
1:1 Personalized
Video (Unicast)
Media
Services
Platform
(MSP)
ARRIS Acquires BigBand Networks Conference Call
8
October 11, 2011 |
 ARRIS
and BigBand… Early CCAP Readiness and Market Share
Demand for ultra-dense EdgeQAM platforms is beginning now
-
BigBand MSP deployable now
-
Graceful migration to full IP when used in combination with the E6000™ Support a
wider variety of network architecture and deployment options Opportunity to
include innovative video processing capabilities on the same platform
Downstream
Upstream
CCAP -
Integrated
Data
Voice
IP Video
Upstream
CCAP -
Modular
Data
Voice
IP Video
MPEG Video
MSP2800
BEQ
D5
MSP1200
40+ chan / port
8 chan / port
E6000™
9
October 11, 2011
ARRIS Acquires BigBand Networks Conference Call
E6000™
|
 ARRIS
+ BigBand Improved Market Position
Edge Access
•
Accelerate Modular CCAP time to market
•
Leverage MSP and BEQ footprint for future E6000 sales
•
Increases current EdgeQAM market share
Video Processing
•
Multiplexing, Rate Shaping, Bandwidth Clamping, and Video
Grooming
•
Promote BMR footprint expansion with MSP
•
MSP video processing capabilities complementary to ARRIS VIPr
transcoding product line
Advertising
•
Expand Telco IP Video Targeted Ad Insertion and Broadcast
Video to additional markets
•
Exploit synergies with ARRIS Ad Insertion offering
SDV
•
Expand base of BigBand’s market leading CVEx SDV Solutions
•
SDV Growth creates demand for EdgeQAM (MSP, BEQ, D5)
10
ARRIS Acquires BigBand Networks Conference Call
October 11, 2011 |
 Operating Plan…
Ready to Implement at Closing
October 11, 2011
11
ARRIS Acquires BigBand Networks Conference Call |
 Financial Metrics Going Forward…
12
October 11, 2011
ARRIS Acquires BigBand Networks Conference Call |
 Benefits of Transaction to ARRIS…
October 11, 2011
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ARRIS Acquires BigBand Networks Conference Call |
 THANK YOU
ARRIS Acquires BigBand Networks Conference Call
14
October 11, 2011 |
 Questions and Answers
ARRIS Acquires BigBand Networks Conference Call
15
October 11, 2011 |