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Published on 9/24/2007 in the Prospect News Special Situations Daily.

Arris, C-COR merger to create 'leading pure play solutions provider' to cable industry

By Lisa Kerner

Charlotte, N.C., Sept. 24 - Arris Group Inc. agreed to acquire C-COR Inc. in a stock and cash deal valued at $730 million.

Both companies' boards of directors approved the definitive agreement that gives C-COR shareholders the right to receive $13.75 cash or 0.9642 of an Arris share for each share of C-COR stock, subject to proration.

The transaction is expected to close in January. A $22.5 million termination fee is included in the deal, as stated in a form 8-K filing with the Securities and Exchange Commission.

"The combination of our two businesses will create the leading pure play solutions provider to the global cable industry offering a full suite of IP telephony, high-speed data, video infrastructure and video management solutions," Arris chairman and chief executive officer Bob Stanzione said in a company news release.

"The combined company will be extremely well-positioned to deliver cross-platform solutions aimed at key customer spending initiatives including switched digital video, next generation video on-demand and digital advertising infrastructure."

C-COR chairman and CEO David Woodle added that Arris' "proven track record, market positions, strong balance sheet and reputation make the combination attractive for our customers, shareholders and employees."

UBS Investment Bank and Troutman Sanders LLP advised Arris, and C-COR was advised by Merrill Lynch & Co. and Ballard Spahr Andrews & Ingersoll, LLP.

Arris is a broadband local access network provider based in Atlanta.

C-COR, based in State College, Pa., provides integrated network solutions worldwide.

Acquirer:Arris Group Inc.
Target:C-COR Inc.
Transaction value:$730 million
Price per share:$13.75 cash or 0.9642 of an Arris share
Termination fee:$22.5 million
Announcement date:Sept. 24
Expected closing:January
Stock price for acquirer:Nasdaq: ARRS: $14.26 on Sept. 21
Stock price for target:Nasdaq: CCBL $9.88 on Sept. 21

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