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ARRIS To Acquire Motorola Home Business For $2.35 Billion In Cash And Stock



 ARRIS To Acquire Motorola Home Business For $2.35 Billion In Cash And Stock

Transformative Combination Creates Global Player In Innovative End-To-End
Broadband Video Solutions

Acquisition Is Expected To Generate Significant Earnings Accretion For ARRIS,
Increase Patent Portfolio, And Accelerate New Products To Market

PR Newswire

SUWANEE, Ga. and MOUNTAIN VIEW, Calif., Dec. 19, 2012

SUWANEE, Ga. and MOUNTAIN VIEW, Calif., Dec. 19, 2012 /PRNewswire/ -- ARRIS
Group, Inc. (NASDAQ: ARRS), a global innovator in broadband media technology,
and Google Inc. (NASDAQ: GOOG) today jointly announced that ARRIS and Motorola
Mobility, a Google subsidiary, have entered into a definitive agreement under
which ARRIS will acquire the Motorola Home business from Motorola Mobility,
for $2.35 billion in a cash-and-stock transaction approved by the Boards of
Directors of both companies.  The acquisition will be on a cash-free,
debt-free basis and is expected to be significantly accretive to ARRIS'
Non-GAAP earnings starting in the first full year after closing.

Under the terms of the agreement, upon closing of the transaction, Google will
receive $2.05 billion in cash and approximately $300 million in newly issued
ARRIS shares, subject to certain adjustments provided for in the agreement,
representing an approximately 15.7% ownership interest in ARRIS post-closing.

Acquiring Motorola Home will enhance ARRIS' ability to provide next-generation
consumer video products and services, supporting a more comprehensive product
offering while also accelerating its ability to deliver a comprehensive set of
industry-leading new products for broadband to a wide spectrum of customers. 
The transaction will increase ARRIS' patent portfolio and provide a license to
a wide array of Motorola Mobility patents. 

"This transformational combination of two complementary businesses will create
a leading end-to-end provider of today's video, data, and voice products and
tomorrow's next-generation IP-based broadband products," said Bob Stanzione,
Chairman and CEO of ARRIS.  "Ever-expanding consumer demand for bandwidth will
continue to drive growth across cloud and network technologies we provide that
enable innovative home entertainment products and services."

"Acquiring Motorola Home builds on ARRIS' rich history, creating a global
player with significant footprint, revenue and cash flow.  It also adds
expertise in video and a larger presence in the home to our core strengths in
voice and data, ensuring we are even better positioned to capitalize on and
manage the evolution toward multi-screen home entertainment.  We look forward
to working with the Motorola Home team as we integrate their complementary
product portfolio and engineering expertise to accelerate best-in-class
end-to-end solutions to a broader customer base and increase value for
shareholders," Stanzione continued.

Together, ARRIS and Motorola Home will have a global presence with over 500
customers in 70 countries, more than tripling ARRIS pro forma combined revenue
to approximately $4.7 billion for the trailing four quarter period ended
September 30, 2012.  The combined entity will offer a wide array of products
and solutions and will have an expanded customer base encompassing the full
spectrum of broadband content and service providers.

"Our Home business has been a vibrant part of Motorola Mobility's portfolio,
innovating while delivering strong financial performance," said Dennis
Woodside, Chief Executive Officer of Motorola Mobility, the Google subsidiary
that is the parent of Motorola Home.  "The industry faces its biggest
technology transformation, and together ARRIS and Motorola will be able to
accelerate related innovations such as the introduction of the IP Connected
Home environments that service providers need and that their consumers crave."

"We share a similar vision and strategy with ARRIS for the industry's
migration to IP.  The combination of our solutions, expert technologists and
roadmaps promises to transform how service providers deliver the smart, simple
connected home to consumers throughout the world," said Marwan Fawaz, the
Executive Vice President of Motorola Mobility who leads Motorola Home.

Motorola Home is a profitable business that generated revenues of $3.4 billion
for the trailing four quarters ended September 30, 2012.  The combination is
expected to generate approximately $100 - $125 million in annual cost
synergies.

The transaction is expected to close by the second quarter of 2013, subject to
customary approvals and closing conditions.

The cash portion of the consideration to be received by Google at closing will
be funded through debt financing commitments from Bank of America Merrill
Lynch and Royal Bank of Canada. 

Evercore Partners is acting as lead financial advisor and Troutman Sanders is
acting as lead legal counsel to ARRIS on this transaction.  Bank of America
Merrill Lynch is also advising ARRIS.  Barclays is acting as financial advisor
and Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Google
on this transaction.

Conference Call and Webcast Details

ARRIS will host a conference call at 6:30 pm EST today to discuss this
announcement.  You may participate in this conference call by dialing (800)
299-7098 or (617) 801-9715 for international calls prior to the start of the
call and providing the ARRIS Group, Inc. name, conference pass code 92735185,
and Bob Puccini as the moderator.  A replay of the conference call can be
accessed approximately two hours after the call through December 26, 2012 by
dialing (888) 286-8010 or (617) 801-6888 and using the pass code 25900440. 
Live internet access to the call will be available through the Investor
Relations section of the Company's website at www.arrisi.com.  A replay will
also be made available for a period of 12 months following the conference call
on ARRIS' website at www.arrisi.com.

About ARRIS

ARRIS is a global communications technology company specializing in the
design, engineering and supply of technology supporting triple- and quad-play
broadband services for residential and business customers around the world.
The company supplies broadband operators with the tools and platforms they
need to deliver converged IP video solutions, carrier-grade telephony, demand
driven video, next-generation advertising, network and workforce management
solutions, access and transport architectures and ultra high-speed data
services. Headquartered in Suwanee, GA, USA, ARRIS has R&D centers in Suwanee,
GA; Beaverton, OR; Lisle, IL; Kirkland, WA; State College, PA; Tel Aviv,
Israel; Wallingford, CT; Waltham, MA; Cork, Ireland; and Shenzhen, China, and
operates support and sales offices throughout the world. Information about
ARRIS products and services can be found at www.arrisi.com

About Motorola Mobility

Motorola Mobility, owned by Google, fuses innovative technology with human
insights to create experiences that simplify, connect and enrich people's
lives. Our portfolio includes converged mobile devices such as smartphones and
tablets; wireless accessories; end-to-end video and data delivery; and
management solutions, including set-tops and data-access devices. For more
information, visit motorola.com/mobility.

About Motorola Home

Motorola Mobility's Home business delivers the smart, simple connected home,
which is driving the evolution of TV. The company is a global IP business that
is pioneering advancements in the cloud, the network, and the home to enable
the desired IP Connected Home and future service provider revenue streams. Its
end-to-end platform includes advanced software and network technology,
services and systems integration, content security, managed home solutions,
and next-gen home devices that deliver rich user experiences. For more
information, visit: www.motorola.com/Video-Solutions/US-EN/Home.

About Google, Inc.

Google is a global technology leader focused on improving the ways people
connect with information. Google's innovations in web search and advertising
have made its website a top Internet property and its brand one of the most
recognized in the world.

Forward-Looking Statements

This press release contains forward looking statements.  These statements
include, among others, statements concerning future performance of ARRIS
following the completion of the Motorola Home Business acquisition; ARRIS'
ability to achieve the strategic benefits and synergies outlined; and whether,
and the time frame during, which the acquisition will close.  Statements
regarding future events are based on the parties' current expectations. 
Actual results may differ materially from those suggested by any
forward-looking statement.  Forward-looking statements are necessarily subject
to associated risks related to, among other things, successful outcome of the
acquisition process, regulatory approval of the acquisition, the potential
impact on the business of Motorola Home Business due to uncertainty about the
acquisition, the retention of employees of Motorola Home Business and the
ability of ARRIS to successfully integrate Motorola Home's opportunities,
technology, personnel and operations.  Other factors that could cause results
to differ from current expectations include: the uncertain current economic
climate and financial markets, and their impact on our customers' plans and
access to capital: the impact of rapidly changing technologies; the impact of
competition on product development and pricing; the ability of ARRIS to react
to changes in general industry and market conditions; rights to intellectual
property and the current trend toward increasing patent litigation, market
trends and the adoption of industry standards; possible acquisitions and
dispositions; and consolidations within the telecommunications industry of
both the customer and supplier base.  These factors are not intended to be an
all-encompassing list of risks and uncertainties that may affect the Company's
business. Additional information regarding these and other factors can be
found in ARRIS' reports filed with the Securities and Exchange Commission,
including its Form 10-Q for the quarter ended September 30, 2012.  In
providing forward-looking statements, the Company expressly disclaims any
obligation to update publicly or otherwise these statements, whether as a
result of new information, future events or otherwise.

ARRIS Contacts

For Investors
Bob Puccini, ARRIS Investor Relations
(720) 895-7787
bob.puccini@arrisi.com

For Media
Alex Swan, ARRIS Media Relations
(678) 473-8327
alex.swan@arrisi.com

Matt Benson/Jenny Gore, Sard Verbinnen & Co
(212) 687-8080/(415) 618-8750
mbenson@sardverb.com / jgore@sardverb.com  

Google Contacts

For Investors
Willa Chalmers
(650) 214-3381
willa@google.com

For Media
press@google.com

Motorola Contacts

For Media
Jennifer Erickson
(847) 523-2422
jennifer.erickson@motorola.com

Jeanne Russo
(215) 323-1880
jeanne.russo@motorola.com

SOURCE ARRIS Group, Inc.

Website: http://www.arrisi.com
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