ARRIS to Sell Shares to Comcast in Connection With Acquisition of Motorola Home Business

  ARRIS to Sell Shares to Comcast in Connection With Acquisition of Motorola
                                Home Business

PR Newswire

SUWANEE, Ga., Jan. 14, 2013

SUWANEE, Ga., Jan. 14, 2013 /PRNewswire/ --ARRIS Group, Inc. (NASDAQ: ARRS),
a global innovator in broadband media technology, announced today that it has
entered into an agreement to sell approximately 10.6 million shares of its
common stock, valued at $150.0 million, to Comcast Corporation. The sale of
the shares to Comcast will be made in connection with the previously announced
ARRIS acquisition of the Motorola Home business from Motorola Mobility, a
subsidiary of Google Inc. As provided for in the Motorola Home business
acquisition agreement, the shares issued to Comcast will reduce, on a
share-for-share basis, the number of shares of ARRIS stock to be issued to
Google and simultaneously increase the cash consideration to be received by
Google by $150.0 million. As a result of the sale to Comcast, Comcast and
Google will each own approximately 7.85% of the outstanding ARRIS shares
post-closing based on ARRIS' current capitalization. Neither the total amount
of consideration paid by ARRIS for Motorola Home, nor the total amount of
shares to be issued by ARRIS (now to Google and Comcast) will change as a
result of this investment by Comcast.

"We are very pleased that Comcast has agreed to make this significant
investment in ARRIS," said Bob Stanzione, Chairman and CEO of ARRIS. "We
believe this investment by one of our largest customers is a strong indication
of customer support for the Motorola Home acquisition and its potential to
accelerate innovation to the benefit of the industry and consumers."

The issuance of the shares to Comcast is conditioned on the closing of the
Motorola Home acquisition and other customary conditions and is expected to
close at the same time as the closing of the Motorola Home acquisition.

Qatalyst Partners LP is acting as the lead financial advisor and Davis Polk &
Wardwell LLP is acting as lead legal counsel to Comcast Corporation on this
transaction. 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.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA, CMCSK) is a global media and technology
company with two primary businesses, Comcast Cable and NBCUniversal. Comcast
Cable is the nation's largest video, high-speed Internet and phone provider to
residential customers under the XFINITY brand and also provides these services
to businesses. NBCUniversal operates 30 news and entertainment cable networks,
the NBC and Telemundo broadcast networks, television production operations,
television station groups, Universal Pictures and Universal Parks and Resorts.
Visit for more information.


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; Westborough, 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

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 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 and the issuance of the shares, 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 ARRIS' 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 September30, 2012. In providing forward-looking statements,
ARRIS expressly disclaims any obligation to update publicly or otherwise
revise these statements, whether as a result of new information, future events
or otherwise.


Contact: Comcast - John Demming, Comcast Corporate Communications,
+1-215-286-8011,; ARRIS - For Investors: Bob Puccini,
ARRIS Investor Relations, +1-720-895-7787, +1-720-480-2388 Mobile,, For Media: Alex Swan, ARRIS Media Relations,
+1-678-473-8327, +1-404-307-5485 Mobile,
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