ARRS Arris International Plc - Ordinary Shares

ARRIS International plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(1)

Title of each class of securities to which transaction applies:

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ARRIS International plc ordinary shares, nominal value £0.01 per share

(2)

Aggregate number of securities to which transaction applies:

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185,376,566 ordinary shares, which includes 173,858,030 issued and outstanding ordinary shares, 9,311,393 ordinary shares underlying restricted stock units and 2,207,143 ordinary shares underlying outstanding warrants

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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In accordance with Exchange Act Rule 0-11(c), the filing fee of  $706,757 was determined by multiplying 0.00012120 by the aggregate acquisition consideration of  $5,831,321,967. The aggregate acquisition consideration was calculated as the sum of: (A) the product of 173,858,030 ordinary shares issued and outstanding multiplied by the per share consideration of  $31.75 per share; (B) the product of 9,311,393 ordinary shares underlying restricted stock units multiplied by the per share consideration of  $31.75 per share; and (C) the product of 2,207,143 ordinary shares underlying outstanding warrants multiplied by $7.11 (the difference between the per share consideration of $31.75 per share and the weighted average exercise price of such warrants of  $24.64) (in each case, as of the close of business on November 26, 2018).

(4)

Proposed maximum aggregate value of transaction:

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$5,831,321,967

(5)

Total fee paid:

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$706,757

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(1)

Amount Previously Paid:

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(2)

Form, Schedule or Registration Statement No.:

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(3)

Filing Party:

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(4)

Date Filed:

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2018

ARRIS INTERNATIONAL PLC

COURT MEETING AND GENERAL MEETING
YOUR VOTE IS VERY IMPORTANT AT EACH OF THESE TWO MEETINGS

To Shareholders of ARRIS International plc:

As previously announced, on November 8, 2018, ARRIS International plc (the “Company” or “ARRIS”), entered into a Bid Conduct Agreement (the “Acquisition Agreement”) with CommScope Holding Company, Inc. (“CommScope”), pursuant to which CommScope has agreed to acquire all of the issued and to be issued ordinary shares of ARRIS (the “Acquisition”) for $31.75 in cash per ordinary share. The Acquisition will be effected pursuant to a scheme of arrangement (the “Scheme”) under Part 26 of the Companies Act 2006, further details of which are set out in the proxy statement that follows this letter (the “proxy statement”).

You are cordially invited to attend two special meetings of the shareholders of ARRIS in connection with the Acquisition. Approval of the Acquisition requires shareholder approval and the sanction of the High Court of Justice in England and Wales (the “Court”). The first shareholder meeting, which is convened by the Court, will be held at [           ] on [           ], 2019 at [     a.m./p.m.] At this meeting, which is referred to as the “Court Meeting,” you will be asked to consider and vote upon the Scheme. The second shareholder meeting, which is referred to as the “General Meeting,” will be held at [           ] on [           ], 2019 at [     a.m./p.m.] (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). At the General Meeting, you will be asked to consider and vote upon two additional resolutions: (i) a proposal to amend ARRIS’s articles of association and (ii) a non-binding advisory proposal to approve certain compensation arrangements for ARRIS’s named executive officers, which is not required to implement the Scheme. Following approval of the Scheme at the Court Meeting and the proposal to amend ARRIS’s articles of association at the General Meeting, the Scheme is to be sanctioned by the Court. Further details regarding the Court Meeting, the General Meeting and the Court’s sanctioning process can be found in the proxy statement. The notices for each of the Court Meeting and the General Meeting immediately follow this letter.

The board of directors of ARRIS (the “Board”) unanimously approved the Acquisition Agreement and the Scheme and determined that the proposed Acquisition and the other transactions contemplated by the Acquisition Agreement and the Scheme would promote the success of ARRIS for the benefit of its shareholders as a whole. The Board unanimously recommends that ARRIS shareholders vote “FOR” the approval of all proposals presented in the proxy statement. In arriving at its recommendation, the Board carefully considered a number of factors that are described in the proxy statement. You should read these factors, as well as all of the other information contained in the proxy statement, in their entirety.

Shareholders of Record

Shareholders whose names appear in the register of members of ARRIS are referred to in the proxy statement as “Shareholders of Record.” Shareholders of Record entitled to vote at each of the shareholder meetings may vote in person at the applicable meeting or they may appoint another person or persons, whether a shareholder of ARRIS or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting and the General Meeting, as applicable. Because the proxy statement relates to two separate ARRIS shareholder meetings, Shareholders of Record will receive two proxy cards — one proxy card labeled “Court Meeting Proxy Card” for use in respect of the Court Meeting and one proxy card labeled “General Meeting Proxy Card” for use in respect of the General Meeting. If Shareholders of Record do not expect to attend the meetings in person, it is important that their shares be represented. ARRIS urges Shareholders of Record to vote and submit their proxy by Internet, by telephone or by signing, dating, and returning BOTH of the enclosed proxy cards in the accompanying reply envelope as soon as possible. If you are a Shareholder of Record and you decide to attend the meetings, you will be able to vote in person, even if you previously have submitted your proxy.

Beneficial Owners

Shareholders who own ARRIS ordinary shares for which Cede & Co. is the registered holder (as nominee for The Depository Trust Company) or whose interests in ARRIS ordinary shares are held in “street name” by a broker, bank, trust or other nominee, are referred to in the proxy statement as “Beneficial Holders.” If you are a Beneficial Holder of ARRIS ordinary shares, only your broker, bank, trust or other nominee that is a Shareholder of Record can vote your ordinary shares, and the vote cannot be cast unless you either (i) provide instructions to your broker, bank, trust or other nominee or (ii) obtain a legal proxy by contacting your broker, bank, trust or other nominee, which entitles you to vote the ordinary shares as proxy for the Shareholder of Record. Because the proxy statement relates to two separate ARRIS shareholder meetings, Beneficial Holders will receive voting instructions for both the Court Meeting and the General Meeting. If you are a Beneficial Holder of ARRIS ordinary shares , please vote in accordance with the instructions sent to you by your broker, bank, trustee or nominee as soon as possible.

Your vote at each of the Court Meeting and the General Meeting is very important. The proposed Acquisition cannot be completed unless the Scheme is approved at the Court Meeting and the resolution to amend ARRIS’s articles of association is approved at the General Meeting.

IN ORDER THAT THE COURT CAN BE SATISFIED THAT VOTES CAST CONSTITUTE A FAIR AND REASONABLE REPRESENTATION OF THE OPINION OF THE HOLDERS OF THE SCHEME SHARES (AS DEFINED IN THE SCHEME), IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST AT THE COURT MEETING.

For a list of important dates related to the two shareholder meetings, including the record dates for Beneficial Holders and Shareholders of Record and the date by which proxy cards must be returned, please see “Expected Timetable of Principal Events” in the proxy statement.

Sincerely,
 

Bruce McClelland
Chief Executive Officer

Suwanee, Georgia
[           ], 2018

None of the Securities and Exchange Commission, any state securities commission or the UK Financial Conduct Authority (the “UK FCA”) has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

For the avoidance of doubt, the proxy statement is not intended to be, and is not, a prospectus for the purposes of the Prospectus Rules made under Part 6 of the UK Financial Services and Markets Act 2000 (as set out in the UK FCA’s Handbook).

The proxy statement is dated [           ], 2018 and is first being mailed to Shareholders of Record and Beneficial Holders on or about [           ], 2018. The proxy statement comprises an explanatory statement in compliance with Section 897 of the Companies Act 2006.

NOTICE OF COURT MEETING

IN THE MATTER OF ARRIS INTERNATIONAL PLC
-and-
IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an Order dated [           ], 2018, made in the above matters, the Court has given permission for a meeting (the “Court Meeting”) to be convened of the holders of the Scheme Shares as of the Voting Record Time (each as defined under the Scheme) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the “Scheme”) to be made between ARRIS International plc (“ARRIS”) and the holders of the Scheme Shares, and that such meeting will be held at [           ] on [           ], 2019 at [     a.m./p.m.]

A copy of the Scheme and a copy of the explanatory statement required to be furnished pursuant to Section 897 of the Companies Act 2006 are incorporated in the proxy statement of which this notice forms part.

The Scheme will be subject to the subsequent sanction of the Court.

By the said Order, the Court has appointed [    ] or, failing him, [    ] or, failing him, any other director of the Company, to act as chairman of the Court Meeting and has directed the chairman to report the result thereof to the Court.

Shareholders of Record and Beneficial Holders

Shareholders whose names appear in the register of members of ARRIS are referred to in this notice, and in the attached proxy statement, as “Shareholders of Record.” Shareholders of Record at the Voting Record Time are entitled to attend and vote at the Court Meeting and may vote in person at the Court Meeting or they may appoint another person or persons, whether a shareholder of ARRIS or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting.

Shareholders who own ARRIS ordinary shares for which Cede & Co. is the registered holder (as nominee for The Depository Trust Company (“DTC”)) or otherwise are held in “street name” by a broker, bank, trust or other nominee, are referred to in this notice and in the attached proxy statement as “Beneficial Holders.” If you are a Beneficial Holder, only your broker, bank, trust or other nominee that is a Shareholder of Record can vote your ARRIS ordinary shares, and the vote cannot be cast unless you either (i) provide instructions to your broker, bank, trust or other nominee or (ii) obtain a legal proxy by contacting your broker, bank, trust or other nominee, which entitles you to vote the ordinary shares as proxy for the Shareholder of Record.

All Shareholders of Record and Beneficial Holders at the close of business on [           ], 2018, the notice record date for the Court Meeting, and Shareholders of Record at the Voting Record Time will receive notice of the Court Meeting.

Right to Appoint a Proxy; Procedure for Appointment

A proxy card labeled “Court Meeting Proxy Card,” for use at the Court Meeting, has been provided with this Notice to Shareholders of Record. To be valid, completed proxy cards should be completed and returned in accordance with the instructions set out on the form. It is requested that the Court Meeting Proxy Card (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned in the prepaid envelope provided or that you submit your proxy by telephone or through the Internet as soon as possible, and not later than [     a.m./p.m.] on [           ], 2019. However, if not so

lodged by the relevant time, Court Meeting Proxy Cards (together with any such authority, if applicable) may be handed to the chairman of the Court Meeting or to the Registrars of the meeting, on behalf of the chairman of the Court Meeting, before the start of the Court Meeting.

A space has been included in the Court Meeting Proxy Card to allow Shareholders of Record to specify the number of shares in respect of which that proxy is to be appointed. A proxy need not be a Shareholder of Record, but such proxy must attend the Court Meeting to represent a Shareholder of Record. A separate proxy card should be used for each proxy appointment. If you require additional proxy cards, please contact Morrow Sodali LLC at 470 West Avenue, Stamford, CT 06902, Shareholders Call Toll Free: (800) 662-5200, Banks and Brokers Call Collect: (203) 658-9400 or E-mail: Arris.info@morrowsodali.com.

Completion and return of a proxy card, or the appointment of a proxy electronically, will not prevent a Shareholder of Record at the Voting Record Time from attending, speaking and voting in person at the Court Meeting, or any adjournment thereof, if such Shareholder of Record wishes and is entitled to do so as described in the accompanying proxy statement.

Beneficial Holders of ARRIS ordinary shares will receive voting instructions from their broker, bank, trust or other nominee for the Court Meeting. Beneficial Holders should follow the directions provided by their broker, bank, trust or other nominee regarding how to instruct such person to vote their ARRIS ordinary shares. Please note that holders of ARRIS ordinary shares through a broker, bank, trust or other nominee may be required to submit voting instructions to their applicable broker, bank, trust or nominee at or prior to the deadline applicable for the submission by Shareholders of Record and such holders should, therefore, follow the separate instructions that will be provided by such person.

If you are a Beneficial Holder then, as a matter of English law, your name is not entered in ARRIS’s register of members. Accordingly, if you wish to attend and vote directly (i.e., in your own name) at the Court Meeting, you must become a Shareholder of Record by arranging for the completion of a stock transfer form by the applicable Shareholder of Record in respect of the ARRIS ordinary shares that you wish to be transferred into your name, pay any related UK stamp duty, if applicable, and send the completed stock transfer form and related documentation to ARRIS’s transfer agent, Computershare Trust Company, N.A., prior to the Voting Record Time. Beneficial Holders who wish to attend and vote directly at the Court Meeting should take care to send such stock transfer form in respect of their ARRIS ordinary shares to permit processing to be completed by Computershare Trust Company, N.A. prior to the Voting Record Time.

Voting Record Time

The entitlement of Shareholders of Record to attend, speak and vote at the Court Meeting or any adjournment thereof and the number of votes that may be cast at the Court Meeting will be determined by reference to the register of members of ARRIS at 6:00 p.m. (Eastern Time) on [           ], 2019 or, if the Court Meeting is adjourned, at 6:00 p.m. (Eastern Time) on the date which is 10 days before the date fixed for reconvening the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend, speak and vote at the Court Meeting.

Beneficial Holder Record Date

Only Beneficial Holders as of the close of business on [           ], 2018, will be entitled to direct their broker, bank, trust or other nominee how to vote their ARRIS ordinary shares at the Court Meeting.

Joint Holders

In the case of joint holders of ARRIS ordinary shares that are Shareholders of Record, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names of the holders stand in ARRIS’s register of members.

Corporate Representatives

As an alternative to appointing a proxy, any Shareholder of Record that is a corporation or other entity may appoint one or more corporate representatives who may exercise on its behalf all its powers as a shareholder, provided that if two or more valid appointments are received in respect of the same share in relation to the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If ARRIS is unable to determine which is last sent, the one which is last received shall be so treated. If ARRIS is unable to determine either which is last sent or which is last received, none of such appointments shall be treated as valid in respect of such share.

Voting on a Poll

In accordance with ARRIS’s articles of association and the directions of the Court, the vote on the Scheme will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. As soon as practicable after the Court Meeting, the results of the voting at the Court Meeting and the number of votes cast for and against and the number of votes actively withheld in respect of each resolution will be made available online at ir.arris.com and a Form 8-K reporting such results will be filed with the Securities and Exchange Commission.

YOUR VOTE IS IMPORTANT

Your vote at the Court Meeting is very important. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of holders of the Scheme Shares (as defined in the Scheme). You are encouraged to submit your votes as instructed in Court Meeting Proxy Card or voting instructions for the Court Meeting as soon as possible .

Dated [           ], 2018
Herbert Smith Freehills LLP
Solicitors for the Company​

ARRIS INTERNATIONAL PLC
(a public limited company having its registered office at Victoria Road, Saltaire, West Yorkshire,
England BD18 3LF and incorporated in England and Wales with company number 9551763)

NOTICE OF GENERAL MEETING
TO BE HELD [           ], 2019

To the Shareholders of ARRIS International plc (the “Company” or “ARRIS”):

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of ARRIS will be held at [           ] on [           ], 2019 at [     a.m./p.m.] (or as soon thereafter as the Court Meeting (as defined in the proxy statement of which this notice forms part) shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions in connection with the proposed acquisition by CommScope Holding Company, Inc. (“CommScope”) of all of the issued and to be issued ordinary shares of ARRIS pursuant to the terms of a Bid Conduct Agreement and a court-sanctioned scheme of arrangement (the “Acquisition”), one of which is a special resolution and one of which is an ordinary resolution:

SPECIAL RESOLUTION: ARTICLES AMENDMENT PROPOSAL

To consider and, if thought fit, authorize, for the purpose of giving effect to the scheme of arrangement (the “Scheme”) between ARRIS and the holders of the Scheme Shares (as defined in the Scheme), the directors of ARRIS (or a duly authorized committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and to amend the articles of association of ARRIS as set forth in the proxy statement that follows this notice.

ORDINARY RESOLUTION (NON-BINDING):
TRANSACTION-RELATED COMPENSATION PROPOSAL

To consider and, if thought fit, approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended, on an advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection with the Acquisition and the agreements and understandings pursuant to which such compensation may be paid or become payable as more fully described in the proxy statement accompanying this notice.

In accordance with ARRIS’s articles of association, all proposals will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. As soon as practicable after the General Meeting, the results of the voting at the General Meeting and the number of votes cast for and against and the number of votes actively withheld in respect of each resolution will be made available online at ir.arris.com and a Form 8-K reporting such results will be filed with the Securities and Exchange Commission.

The Articles Amendment Proposal will be proposed as a special resolution, which means, provided that a quorum is present, the Articles Amendment Proposal will be approved if 75% or more of the voting rights represented in person or by proxy at the meeting are cast in favor thereof. Approval of the Articles Amendment Proposal is a condition to the closing of the Acquisition, and as such the Scheme will not become effective if the Articles Amendment Proposal is not approved at the General Meeting.

The Transaction-Related Compensation Proposal will be proposed as an ordinary resolution, which means, provided that a quorum is present, the Transaction-Related Compensation Proposal will be approved if a simple majority of the voting rights represented in person or by proxy at the meeting are cast in favor thereof. Because the vote on this compensation proposal is advisory in nature only, it will not be binding on the ARRIS Board of Directors (the “Board”). Approval of the Transaction-Related Compensation Proposal is not required in order to complete the Acquisition or for the Scheme to become effective.

These matters are more fully described (and the full text of each proposal is set out) in the proxy statement that follows this notice, which shall be deemed to form part of this notice. The Board believes that all the proposals being put to the shareholders would promote the success of ARRIS for the benefit of its shareholders as a whole. The Board unanimously recommends that you vote “FOR” each of the Articles Amendment Proposal and the Transaction-Related Compensation Proposal.

Shareholders whose names appear in the register of members of ARRIS are referred to in this notice, and in the attached proxy statement, as “Shareholders of Record.” Only Shareholders of Record at 6:00 p.m. (Eastern time) on [           ], 2019 (the “Voting Record Time”), are entitled to attend and vote at the General Meeting, and they may vote in person at the General Meeting or they may appoint another person or persons, whether a shareholder of ARRIS or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the General Meeting. If the General Meeting is adjourned, the Voting Record Time will be at 6:00 p.m. (Eastern Time) on the date which is 10 days before the date fixed for reconvening the adjourned meeting. Changes to entries on ARRIS’s register of members after the Voting Record Time will be disregarded in determining the rights of any person to attend or vote at the General Meeting.

In the case of joint holders of ARRIS ordinary shares that are Shareholders of Record, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names of the holders stand in ARRIS’s register of members.

As an alternative to appointing a proxy, any Shareholder of Record that is a corporation or other entity may appoint one or more corporate representatives who may exercise on its behalf all its powers as a shareholder, provided that if two or more valid appointments are received in respect of the same share in relation to the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If ARRIS is unable to determine which is last sent, the one which is last received shall be so treated. If ARRIS is unable to determine either which is last sent or which is last received, none of such appointments shall be treated as valid in respect of such share

Shareholders who own ARRIS ordinary shares for which Cede & Co. is the registered holder (as nominee for The Depository Trust Company (“DTC”)) or otherwise are held in “street name” by a broker, bank, trust or other nominee, are referred to in this notice and in the attached proxy statement as “Beneficial Holders.” Only Beneficial Holders as of the close of business on [           ], 2018, will be entitled to direct their broker, bank, trust or other nominee how to vote their ARRIS ordinary shares at the General Meeting. If you are a Beneficial Holder, only your broker, bank, trust or other nominee that is a Shareholder of Record can vote your ARRIS ordinary shares and the vote cannot be cast unless you either (i) provide instructions to your broker, bank, trust or other nominee or (ii) obtain a legal proxy by contacting your broker, bank, trust or other nominee, which entitles you to vote the ordinary shares as proxy for the Shareholder of Record. You should follow the directions provided by your broker, bank, trust or other nominee regarding how to instruct such person to vote your ARRIS ordinary shares.

All Shareholders of Record and Beneficial Holders at the close of business on [           ], 2018, the notice record date for the General Meeting, and Shareholders of Record at the Voting Record Time will receive notice of the General Meeting.

A proxy card labeled “General Meeting Proxy Card,” for the General Meeting, has been provided with this notice to Shareholders of Record. Instructions for its use are set out on the proxy card. To be valid, completed proxy cards should be completed and returned in accordance with the instructions set out on the form. It is requested that the General Meeting Proxy Card (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned in the prepaid envelope provided or that your proxy be submitted by telephone or through the Internet as soon as possible, and not later than [     a.m./p.m.] on [           ], 2019.

A space has been included in the General Meeting Proxy Card to allow Shareholders of Record to specify the number of shares in respect of which that proxy is to be appointed. A proxy need not be a Shareholder of Record, but such proxy must attend the General Meeting to represent a Shareholder of Record. A separate proxy card should be used for each proxy appointment. If you require additional proxy cards, please contact Morrow Sodali LLC at 470 West Avenue, Stamford, CT 06902, Shareholders Call Toll Free: (800) 662-5200, Banks and Brokers Call Collect: (203) 658-9400 or E-mail: Arris.info@morrowsodali.com.

Completion and return of a proxy card, or the appointment of a proxy electronically, will not prevent a holder of ARRIS ordinary shares who is a Shareholder of Record at the Voting Record Time from attending, speaking and voting in person at the General Meeting, or any adjournment thereof, if such holder of ordinary shares wishes and is entitled to do so as described in the accompanying proxy statement.

Beneficial Holders of ARRIS ordinary shares will receive voting instructions from their broker, bank, trust or other nominee for the General Meeting. Beneficial Holders should follow the directions provided by their broker, bank, trust or other nominee regarding how to instruct such person to vote their ARRIS ordinary shares. Please note that holders of ARRIS ordinary shares through a broker, bank, trust or other nominee may be required to submit voting instructions to their applicable broker, bank, trust or nominee at or prior to the deadline applicable for the submission by Shareholders of Record and such holders should, therefore, follow the separate instructions that will be provided by such person.

If you are a Beneficial Holder then, as a matter of English law, your name is not entered in ARRIS’s register of members. Accordingly, if you wish to attend and vote directly (i.e., in your own name) at the General Meeting, you must become a Shareholder of Record by arranging for the completion of a stock transfer form by the applicable Shareholder of Record in respect of the ARRIS ordinary shares that you wish to be transferred into your name, pay any related UK stamp duty, if applicable, and send the completed stock transfer form and related documentation to ARRIS’s transfer agent, Computershare Trust Company, N.A., prior to the Voting Record Time. Beneficial Holders who wish to attend and vote directly at the General Meeting should take care to send such stock transfer form in respect of their ordinary shares to permit processing to be completed by Computershare Trust Company, N.A. prior to the Voting Record Time.

If you have returned a proxy card or otherwise voted, you may revoke prior instructions and cast your vote by following the procedures described in the accompanying proxy statement.

YOUR VOTE IS IMPORTANT

Your vote at the General Meeting is very important. Whether or not you plan to attend the General Meeting, please submit the General Meeting Proxy Card or voting instructions for the General Meeting as soon as possible. For specific instructions on voting, please refer to the proxy statement accompanying this notice of meeting or the proxy cards and voting instructions included with the proxy voting materials.

BY ORDER OF THE BOARD OF DIRECTORS​

Patrick Macken, Senior Vice President, General Counsel and Secretary​

Suwanee, Georgia
[           ], 2018

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Expected Timetable of Principal Events

All dates and times are based on ARRIS’s current expectations and are subject to change. Terms used but not defined in this “Expected Timetable of Principal Events” shall have the meanings given to them in the Scheme.

​	Notice Record Date for Court Meeting and General Meeting	​	​	[           ], 2018	​
​	Beneficial Holder Record Date for Court Meeting and General    Meeting	​	​	[           ], 2018	​
​	Voting Record Time for Court Meeting and General Meeting	​	​	6:00 p.m. (Eastern time) on [           ], 2019	​
​	Latest time for receipt of Court Meeting Proxy Cards for    Shareholders of Record (Beneficial Holders should follow the    deadlines provided by their broker, bank, trust or other nominee)	​	​	[           ], 2019	​
​	Latest time for receipt of General Meeting Proxy Cards for    Shareholders of Record (Beneficial Holders should follow the    deadlines provided by their broker, bank, trust or other nominee)	​	​	[           ], 2019	​
​	Court Meeting	​	​	[           ], 2019	​
​	General Meeting	​	​	[           ], 2019	​

The following dates are indicative only and are subject to change (1) :

​	Last day of dealings in and for the registration of transfers of    Ordinary Shares	​	​	[           ], 2019	​
​	Scheme Record Time	​	​	6:00 p.m. (Eastern time) on [           ], 2019	​
​	Court hearing to sanction the Scheme	​	​	[           ], 2019	​
​	Scheme Effective Time	​	​	[           ], 2019	​
​	Cancellation of admission to trading of Ordinary Shares	​	​	[           ], 2019	​
​	Long Stop Termination Date	​	​	June 30, 2019 (2)	​

​

​

9

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION AND SHAREHOLDER MEETINGS

The following are some questions that ARRIS shareholders may have regarding the proposals being considered at the General Meeting and the Court Meeting and brief answers to those questions. ARRIS urges you to read carefully this entire proxy statement, including the annexes, and the other documents to which this proxy statement refers or incorporates by reference because the information in this section does not provide all the information that might be important to you.

Q:

What is the transaction for which I am being asked to vote?

​

A:

ARRIS and CommScope have entered into the Acquisition Agreement pursuant to which, subject to the terms and conditions thereof, CommScope will acquire all of the issued and to be issued Ordinary Shares of ARRIS. The Acquisition will be effected pursuant to the Scheme under the Companies Act. Subject to the terms and conditions set forth in the Acquisition Agreement and the Scheme, at the Effective Time, each Ordinary Share issued and outstanding that is subject to the Scheme will be transferred to CommScope in exchange for the right to receive $31.75 in cash.

​

Q:

How does the Acquisition consideration compare to the market price of ARRIS’s Ordinary Shares prior to the announcement of the Acquisition?

​

A:

The Acquisition consideration of  $31.75 per Ordinary Share in cash represents a premium of approximately 14.2% to the closing price of the Ordinary Shares on November 7, 2018, the last trading day prior to the announcement of the Acquisition Agreement, and a premium of approximately 27.1% to the 30-trading day volume weighted average share price ending as of that date. The Acquisition consideration of  $31.75 per Ordinary Share in cash represents a premium of approximately 40.9% to the closing price of the Ordinary Shares on October 23, 2018, the last trading day prior to the publication of rumors of the Acquisition, and a premium of approximately 27.0% to the 30-trading day volume weighted average share price ending as of that date.

​

Q:

Why are there two ARRIS shareholder meetings?

​

A:

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement between ARRIS and its shareholders who are Scheme Shareholders on the register of members of ARRIS at the Scheme Record Time under Part 26 of the Companies Act. The procedure requires approval of the Scheme by ARRIS shareholders at a meeting that is convened by the Court, which we refer to as the Court Meeting. The ARRIS shareholders will vote on the Court Scheme Proposal at the Court Meeting as described in “Court Scheme Proposal” beginning on page 22 .

​

The Acquisition also requires approval of the Articles Amendment Proposal which is a proposal to amend ARRIS’s articles of association to allow the Board to carry the Scheme into effect. This proposal will not be presented at the Court Meeting. Therefore, ARRIS is also holding a General Meeting at which ARRIS shareholders will vote on the Articles Amendment Proposal (as well as on the Transaction-Related Compensation Proposal).

Q:

What are ARRIS shareholders being asked to consider and approve?

​

A:

ARRIS shareholders are being asked to consider and approve the following matters:

​

1.

Court Scheme Proposal :   To approve the Scheme at the Court Meeting.

​

2.

Articles Amendment Proposal :   To give the Board the authority to take all necessary action to carry the Scheme into effect and to amend the ARRIS articles of association as described in “Articles Amendment Proposal” on page 24 at the General Meeting.

​

3.

Transaction-Related Compensation Proposal :   To approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on an advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection with the Acquisition and the agreements and understandings pursuant to which such compensation may be paid or become payable.

​

10

As more particularly described in “Court Scheme Proposal” and “The Court Meeting and the General Meeting” on pages 22 and 18 , respectively, the Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement between ARRIS and its shareholders who are Scheme Shareholders on the register of members of ARRIS at the Scheme Record Time under Part 26 of the Companies Act. The procedure requires approval by ARRIS shareholders at the Court Meeting and the sanction of the Scheme by the Court.

Court Meeting :   The purpose of the Scheme is to provide for CommScope to acquire all of the issued and to be issued Ordinary Shares of ARRIS. This is to be achieved by the automatic transfer of all of the outstanding Scheme Shares at the Scheme Record Time to CommScope or its subsidiary or nominee, including any issuer of depositary receipts falling within Section 67(6) and Section 93(3) of the United Kingdom Finance Act 1986 (a “DR Nominee”), in consideration for which CommScope will pay the Per Share Consideration on the basis set out in the Scheme. Before the Court’s sanction can be sought for the Scheme, the Court Scheme Proposal must be approved by ARRIS shareholders at the Court Meeting. The resolution must be approved by a majority in number of the Shareholders of Record as of the Voting Record Time (expected to be 6:00 p.m. (Eastern time) on [           ], 2019) representing 75% or more in value of the Ordinary Shares at the Voting Record Time, in each case, present and voting (and entitled to vote), either in person or by proxy. The approval of the Court Scheme Proposal is a condition to the Closing of the Acquisition, so if the Court Scheme Proposal is not approved, the Acquisition cannot be completed.

General Meeting:    ARRIS shareholders also are being asked to consider and approve the Articles Amendment Proposal and the Transaction-Related Compensation Proposal at the General Meeting. The Articles Amendment Proposal will be proposed as a special resolution, which means, provided that a quorum is present, such proposal will be approved if at least 75% of the votes cast are cast in favor thereof. The Articles Amendment Proposal will authorize the Board to implement the Scheme and to deal with certain ancillary matters including necessary amendments to ARRIS’s articles of association. Approval of the Articles Amendment Proposal is required for consummation of the Acquisition. The approval of the Articles Amendment Proposal is a condition to the Closing of the Acquisition, so if the Articles Amendment Proposal is not approved, the Acquisition cannot be completed.

The Transaction-Related Compensation Proposal will be proposed as an ordinary resolution, which means, provided that a quorum is present, such proposal will be approved if a simple majority of the votes cast are in favor thereof. In addition, as the proposal is non-binding, the result of the vote will not require the Board to take any action. Completion of the Acquisition is not conditioned on approval of the Transaction-Related Compensation Proposal. Because the vote on this compensation proposal is advisory in nature only, it will not be binding on the Board. Accordingly, if the Court Scheme Proposal and the Articles Amendment Proposal are approved and the Acquisition is completed, the compensation may become payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote.

Q:

Why am I receiving two proxy cards and voting instructions for two meetings?

​

A:

As described above, ARRIS shareholders are being asked to consider and approve resolutions at both the Court Meeting and the General Meeting. Each copy of this document mailed to Shareholders of Record is accompanied by two proxy cards with instructions for voting. The proxy card labeled “Court Meeting Proxy Card” corresponds to the Court Meeting, and the proxy card labeled “General Meeting Proxy Card” corresponds to the General Meeting. Beneficial Holders will receive voting instructions from their broker, bank, trust or other nominee with instructions on how to vote for each meeting.

​

Your vote is very important. It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of the holders of the Scheme Shares at the Court Meeting. You are encouraged to submit a proxy card or voting instructions for BOTH the Court Meeting and the General Meeting as soon as possible.

11

If you have not received two proxy cards or voting instructions for both meetings, please contact Morrow Sodali LLC at 470 West Avenue, Stamford, CT 06902, Shareholders Call Toll Free: (800) 662-5200, Banks and Brokers Call Collect: (203) 658-9400 or E-mail: Arris.info@morrowsodali.com.

Q:

How does the Board recommend that shareholders vote?

​

A:

The Board has unanimously determined that the terms and provisions of the Acquisition Agreement and the Scheme and the actions required and contemplated thereby, including the Acquisition, would promote the success of ARRIS to the benefit of its shareholders as a whole and, accordingly, recommends that shareholders vote:

​

For a more complete description of the recommendation of the Board with respect to these proposals, see “The Acquisition — Recommendation of the ARRIS Board of Directors;” and “The Acquisition — Reasons for the Acquisition” each beginning on page 36 .

Q:

When and where are the Court Meeting and the General Meeting?

​

A:

The Court Meeting will be held at [           ] on [           ], 2019 at [    a.m./p.m.] and the General Meeting will be held at [           ] on [           ], 2019 at [    a.m./p.m.] (or as soon thereafter as the Court Meeting shall have concluded or been adjourned).

​

Q:

Who can receive notice of, attend and vote at the Court Meeting and General Meeting?

​

A:

Each Shareholder of Record or Beneficial Holder as of the Notice Record Date and each Shareholder of Record at the Voting Record Time will receive notice of the Court Meeting and the General Meeting.

​

Only Shareholders of Record at the Voting Record Time will be entitled to attend and vote on the resolutions to be put to the shareholders at the Court Meeting and the General Meeting. Each Beneficial Holder as of the Beneficial Holder Record Date will be entitled to direct his or her broker, bank, trust or other nominee how to vote such Ordinary Shares on the resolutions to be put to the shareholders at the Court Meeting and the General Meeting. At the Beneficial Holder Record Date, there were [    ] Ordinary Shares outstanding and entitled to vote at each of the Court Meeting and the General Meeting. If either meeting is adjourned, only those Shareholders of Record at 6:00 p.m. (Eastern time) on the date which is 10 days before the date fixed for reconvening adjourned meeting will be entitled to attend and vote.

Shareholders of Record may be asked to present valid picture identification, such as a driver’s license or passport, to attend the shareholder meetings. If you are a Beneficial Holder as of the Beneficial Holder Record Date and wish to attend the Court Meeting and/or the General Meeting, you will need to bring evidence of your interest in Ordinary Shares in the form of a currently dated letter from your broker, bank, trust or other nominee and proof of your identity (such as a driver’s license or passport). On verification of such evidence, you will be admitted to the Court Meeting and/or the General Meeting, but may not vote at the Court Meeting and/or the General Meeting unless you are a Shareholder of Record or hold a valid proxy from a Shareholder of Record as of the Voting Record Time.

If you are Beneficial Holder, as a matter of English law, your name is not entered in ARRIS’s register of members. Accordingly, if you wish to vote directly (i.e., in your own name) at the Court Meeting and/or the General Meeting, you must become a Shareholder of Record by arranging for the completion of a stock transfer form by the applicable Shareholder of Record in respect of the Ordinary Shares that you wish to be transferred in your name of record, pay any related UK stamp duty, if applicable, and send the completed stock transfer request form and related documentation to ARRIS’s transfer agent, Computershare Trust Company, N.A., prior to the Voting Record Time.

12

Beneficial Holders who wish to vote directly at the Court Meeting and/or the General Meeting should take care to send such stock transfer form in respect of their Ordinary Shares to permit processing to be completed by Computershare Trust Company, N.A. prior to the Voting Record Time.

All communications concerning Shareholder of Record accounts, including address changes, name changes, share transfer requirements and similar issues, can be handled by contacting Computershare Trust Company, N.A. at +1.866.490.6056 (toll free), +1.781.575.2774 (toll), or in writing at P.O. Box 43078 Providence, RI 02940-3078 or in writing by overnight delivery at 250 Royall Street, Canton, MA 02021.

Q:

If my Ordinary Shares are held in “street name” by my broker, bank, trust or other nominee, will my broker, bank, trust or other nominee vote my Ordinary Shares for me?

​

A:

If your Ordinary Shares are registered in the name of Cede & Co. (as nominee for DTC) or are held in “street name” through a broker, bank, trust or other nominee as a custodian, you are referred to in this proxy statement as a “Beneficial Holder.” Only Beneficial Holders as of the Beneficial Holder Record Date may direct their broker, bank, trust or other nominee how to vote at the General Meeting and the Court Meeting. Please follow the voting instructions provided by your broker, bank, trust or other nominee. Please note that you may not vote Ordinary Shares held as a Beneficial Holder by returning a proxy card or voting instruction directly to ARRIS. You may only vote Ordinary Shares held as a Beneficial Holder in person at the General Meeting or the Court Meeting if you obtain a “legal proxy” from your broker, bank, trust or other nominee.

​

Unless a Beneficial Holder instructs his or her broker, bank, trust or other nominee how to vote his or her Ordinary Shares, Ordinary Shares held by such Beneficial Holder will NOT be voted on any of the proposals presented at the General Meeting or the Court Meeting.

Q:

What are the effects of abstentions and broker non-votes at the meetings?

​

A:

An abstention occurs when a shareholder abstains from voting (either in person or by proxy) on one or more of the proposals. Broker non-votes occur when a broker, bank, trust or other nominee returns a proxy but does not have authority to vote on a particular proposal. Brokers, banks, trusts and other nominees will not have discretionary authority to vote on any of the proposals at the Court Meeting or the General Meeting, so they will only be able to vote shares for which they have received voting instructions from the Beneficial Holders. If you are a Beneficial Holder, you should therefore provide your broker, bank, trust or other nominee with instructions as to how to vote your Ordinary Shares for each proposal.

​

In connection with the Court Meeting, abstentions and broker non-votes will not be considered votes cast and will, therefore, not have any effect on the outcome of the vote at the Court Meeting.

In connection with the General Meeting, abstentions and broker non-votes will be considered in determining the presence of a quorum but will not be considered as votes cast. Abstentions and broker non-votes will have no effect on the outcome of the Articles Amendment Proposal or the Transaction-Related Compensation Proposal.

Q:

What happens if the Acquisition is not completed?

​

A:

If the Court Scheme Proposal and the Articles Amendment Proposal are not both approved by ARRIS shareholders or if the Acquisition is not completed for any other reason, ARRIS shareholders will not receive any cash consideration for their Ordinary Shares. Instead, ARRIS will remain an independent public company and ARRIS Ordinary Shares will continue to be listed and traded on the NASDAQ Global Select Market. Under the Acquisition Agreement, ARRIS or CommScope may be required to pay the other party a termination fee if the Acquisition Agreement is terminated under certain circumstances. See “The Acquisition Agreement — Termination Fees” beginning on page 83 .

​

13

Q:

Will I be subject to U.S. or UK federal income tax upon the exchange of ARRIS Ordinary Shares for cash pursuant to the Acquisition?

​

A:

If you are a U.S. holder (as defined in “The Acquisition — U.S. Federal Income Tax Consequences of the Acquisition” beginning on page 57 , the exchange of Ordinary Shares for cash pursuant to the Acquisition generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash you received for Ordinary Shares pursuant to the Acquisition and your adjusted tax basis in the related Ordinary Shares. A non-U.S. holder (as defined in “The Acquisition — U.S. Federal Income Tax Consequences of the Acquisition” beginning on page 57 ) generally will not be subject to U.S. federal income tax with respect to the exchange of Ordinary Shares for cash in the Acquisition unless such non-U.S. holder has certain connections to the United States or (as described in “The Acquisition — U.S. Federal Income Tax Consequences of the Acquisition” beginning on page 57 ) ARRIS is, or was during the relevant period, treated as a United States real property holding corporation for U.S. federal income tax purposes. Because particular circumstances may differ, ARRIS recommends that you consult your own tax advisor for complete analysis of the U.S. federal, state, local and/or foreign tax consequences of the Acquisition that are applicable to you. A more complete description of the U.S. federal income tax consequences of the Acquisition is provided under “The Acquisition — U.S. Federal Income Tax Consequences of the Acquisition” beginning on page 57 .

​

If you are a UK Shareholder (as defined under “The Acquisition — UK Tax Consequences of the Acquisition” beginning on page 60 ) the exchange of Ordinary Shares for cash pursuant to the Acquisition will generally be treated as a disposal for the purposes of UK taxation of chargeable gains. A disposal of ordinary shares by a UK Shareholder may, depending on the UK Shareholder’s circumstances and subject to any available exemptions and reliefs, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains. A non-UK Shareholder (as defined under “The Acquisition — UK Tax Consequences of the Acquisition” beginning on page 60 ) generally will not be subject to UK capital gains tax or corporation tax with respect to the exchange of Ordinary Shares for cash in the Acquisition unless such non-UK Shareholder has certain connections to the United Kingdom (as described in “The Acquisition — UK Tax Consequences of the Acquisition” beginning on page 60 ).

Shareholders should refer to the discussion in the section entitled “The Acquisition — UK Tax Consequences of the Acquisition” beginning on page 60 and consult their own tax advisors for complete analysis of the UK and/or foreign tax consequences of the Acquisition that are applicable to them in light of their particular circumstances.

Q:

Are ARRIS shareholders entitled to appraisal or dissenters’ rights?

​

A:

No, ARRIS shareholders are not entitled to appraisal or dissenters’ rights in connection with the Acquisition.

​

Q:

What do I need to do now?

​

A:

After you have carefully read this proxy statement and the attached annexes, please respond by completing, signing and dating the relevant proxy cards or voting instruction form, as applicable, and returning them in the enclosed postage-paid envelope or by submitting your proxy or voting instructions by telephone or through the Internet as soon as possible so that your Ordinary Shares will be represented and voted at the Court Meeting and General Meeting.

​

If you are a Shareholder of Record, please sign BOTH of the proxy cards exactly as your name appears on such cards. If your Ordinary Shares are owned jointly, each joint owner should sign the relevant proxy cards. In the case of joint holders of Ordinary Share who are Shareholders of Record, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names of the holders stand in ARRIS’s register of members. If a Shareholder of Record is a corporation, limited liability company, partnership or other entity, the relevant proxy cards

14

should be signed in the full corporate, limited liability company, partnership or other entity name by a duly authorized person. If the relevant proxy cards are signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, please state the signatory’s full title and provide a certificate or other proof of appointment.

If you are a Beneficial Holder, please refer to your voting instructions or the information forwarded by your broker, bank, trust or other nominee to see which voting options are available to you.

The Internet and telephone proxy submission procedures are designed to verify your holdings and to allow you to confirm that your instructions have been properly recorded.

If you are a Shareholder of Record at the Voting Record Time, neither the submission of a proxy or voting instructions, nor the method by which you submit a proxy or voting instructions, will in any way limit your right to vote at the Court Meeting and General Meeting if you later decide to attend the meeting in person. If you are a Beneficial Holder as of the Beneficial Holder Record Date, you must obtain a legal proxy, executed in your favor, from the Shareholder of Record through which your shares are held, to be able to vote at the Court Meeting and General Meeting.

Q:

How will my Ordinary Shares be voted if I complete my proxy or voting instructions?

​

A:

All Ordinary Shares entitled to vote and represented by properly completed proxies received prior to the Court Meeting and General Meeting, and not revoked, will be voted at the Court Meeting and General Meeting as instructed on the proxies or voting instructions.

​

If you are a Shareholder of Record and properly complete, sign and return your proxy cards, but do not indicate how your Ordinary Shares should be voted on a matter, the Ordinary Shares represented by your proxy will be voted as the Board recommends and, therefore:

Broker non-votes occur when shares held by a bank, broker, trust or other nominee are represented at the meeting, but with respect to which such broker or nominee is not instructed to vote on a particular resolution and does not have discretionary authority to vote on that resolution. If you are a Beneficial Holder and you do not submit voting instructions to your broker, bank, trust or other nominee, your broker, bank, trust or other nominee may generally vote your shares in its discretion only on routine matters. Because each of the resolutions being considered at the Court Meeting and the General Meeting are considered non-routine, your broker, bank trust or nominee will not have the discretion to vote your shares unless you provide voting instructions.

Q:

Can I revoke my proxy or voting instructions or change my vote after I have delivered my proxy or voting instructions?

​

A:

Yes. If you are a Shareholder of Record, you can do this in any of the three following ways:

​

•

by sending a written notice to the Secretary of ARRIS at ARRIS International plc, 3871 Lakefield Drive, Suwanee, Georgia 30024 in time to be received before the deadline for the receipt of proxy cards for such meeting, stating that you would like to revoke your proxy;

​

•

by completing, signing and dating another proxy card and returning it by mail in time to be received before the deadline for the receipt of proxy cards for the Court Meeting and General Meeting or by submitting a later dated proxy via the Internet or telephone, in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or

​

•

by attending the meeting and voting in person (simply attending the meeting without voting will not revoke your proxy or change your vote).

​

If you are a Beneficial Holder, you should contact your broker, bank, trust or other nominee for instructions on how to do so.

15

Q:

Who can answer my questions?

​

A:

If you have any questions about the Acquisition or how to submit your proxy or voting instructions or if you need additional copies of this proxy statement, the enclosed proxy cards or voting instructions forms, you should contact:

​

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
E-mail: Arris.info@morrowsodali.com

No other methods of communication from shareholders will be accepted. You may not use any electronic address provided in this proxy statement or any related documents to communicate with ARRIS for any purposes other than those expressly stated.

16

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Any statements contained in this proxy statement, and the documents to which ARRIS refers you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by ARRIS or on its behalf, including statements using terms such as “may,” “expect,” “anticipate,” “intend,” “estimate,” “believe,” “plan,” “continue,” “could be,” or similar variations thereof, constitute forward-looking statements. These forward-looking statements may include statements with respect to the financial condition, results of operations, financial projections and business of ARRIS and the proposed transaction with CommScope, including statements that are based on current expectations, estimates, forecasts, and projections. These and any other statements in this document that are not statements about historical facts are “forward-looking statements.” ARRIS cautions shareholders that forward-looking statements made by it are not guarantees of future performance and that a variety of factors could cause actual results to differ materially from the anticipated results or other expectations expressed in ARRIS’s forward-looking statements. Important factors that could cause results or events to differ from current expectations include:

•

the ability to complete the Acquisition, including (i) the ability to obtain requisite regulatory, Court and shareholder approval and the satisfaction of the other conditions to the consummation of the Acquisition and (ii) the ability of CommScope to obtain the Financing necessary to consummate the Acquisition;

​

•

the potential impact of the announcement or consummation of the transaction on relationships, including with vendors, customers and employees;

​

•

possible effects on the market price of the Ordinary Shares if the parties fail to complete the Acquisition;

​

•

uncertainties associated with the Acquisition that could adversely affect ARRIS’s business, results of operations and financial condition;

​

•

a diversion of a significant amount of management time and resources devoted towards the completion of the Acquisition;

​

•

restrictions on the conduct of ARRIS’s business set forth in the Acquisition Agreement;

​

•

possible delay, postponement or cancellation of certain business opportunities ARRIS might otherwise pursue absent the pending Acquisition;

​

•

limitations on ARRIS’s ability to pursue alternatives to the Acquisition set forth in the terms of the Acquisition Agreement;

​

•

potential litigation instituted against ARRIS and its directors challenging the proposed Acquisition; and

​

•

the others described in the risk factors set forth in Item 1A, Part II, “Risk Factors” of ARRIS’s Quarterly Report on Form 10-Q filed on November 8, 2018.

​

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of ARRIS’s business. In providing forward-looking statements, ARRIS expressly disclaims any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

17

THE COURT MEETING AND THE GENERAL MEETING

The Court Meeting

Date, Time and Place of the Court Meeting

The Court Meeting will be held at [           ] on [           ], 2019 at [    a.m./p.m.]

Purpose of the Court Meeting

The Court Meeting is being held to allow shareholders to consider and, if thought fit, approve the Scheme. The purpose of the Scheme is to provide for CommScope to acquire all of the issued and to be issued Ordinary Shares of ARRIS. This is to be achieved by means of an automatic transfer of all of the outstanding Scheme Shares at the Scheme Record Time to CommScope or its subsidiary or a DR Nominee, in consideration for which CommScope will pay the Per Share Consideration on the basis set out in the Scheme. Before the Court’s sanction can be sought for the Scheme, the Scheme requires the approval of the Court Scheme Proposal by ARRIS shareholders at the Court Meeting .

The General Meeting

Date, Time and Place of the General Meeting

The General Meeting will be held at [           ] on [           ], 2019 at [    a.m./p.m.] (or as soon thereafter as the Court Meeting shall have concluded or been adjourned).

Purpose of the General Meeting

The General Meeting is being held to allow shareholders to consider and, if thought fit, approve the Articles Amendment Proposal and the Transaction-Related Compensation Proposal. The Articles Amendment Proposal will be proposed as a special resolution, and the Transaction-Related Compensation Proposal will be proposed as an ordinary resolution.

•

Articles Amendment Proposal :   To give the Board the authority to take all necessary action to carry the Scheme into effect and to amend the ARRIS articles of association as described in “Articles Amendment Proposal” below at the General Meeting.

​

The approval of the Articles Amendment Proposal is a condition to the Closing of the Acquisition, and as such the Scheme will not become effective if the Articles Amendment Proposal is not approved at the General Meeting.

•

Transaction-Related Compensation Proposal :   To approve, in accordance with Section 14A of the Exchange Act, on an advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection with the Acquisition and the agreements and understandings pursuant to which such compensation may be paid or become payable.

​

The approval of the Transaction-Related Compensation Proposal is not a condition to the Closing of the Acquisition. In addition, as the proposal is non-binding, the result of the vote will not require the Board to take any action. Subject to the satisfaction or waiver of the other conditions to the Closing of the Acquisition, the Scheme will become effective and the compensation may be paid or become payable whether or not the Transaction-Related Compensation Proposal is approved at the General Meeting.

Voting at the Court Meeting and the General Meeting

Each Shareholder of Record and each Beneficial Holder at the close of business on the Notice Record Date ( [           ] , 2018 ) and each Shareholder of Record at the Voting Record Time will receive notice of the Court Meeting and the General Meeting.

18

Each Shareholder of Record at the Voting Record Time (expected to be 6:00 p.m. (Eastern time) on [           ] , 2019) will be entitled to attend and vote on all resolutions to be put to the shareholders at the Court Meeting and the General Meeting or they may appoint another person or persons, whether a shareholder of ARRIS or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting and the General Meeting. If either meeting is adjourned, only those Shareholders of Record at 6:00 p.m. (Eastern time) on the date which is 10 days before the reconvening of the adjourned meeting will be entitled to attend and vote.

If you are a Beneficial Holder, only your broker, bank, trust or other nominee that is a Shareholder of Record can vote your Ordinary Shares, and the vote cannot be cast unless you either (i) provide instructions to your broker, bank, trust or other nominee or (ii) obtain a legal proxy by contacting your broker, bank, trust or other nominee, which entitles you to vote the Ordinary Shares as proxy for the Shareholder of Record. Each Beneficial Holder on the Beneficial Holder Record Date (the close of business on [           ], 2018 ) will be entitled to direct his or her broker, bank, trust or other nominee how to vote such Ordinary Shares on all resolutions to be put to the shareholders at the Court Meeting and the General Meeting. You should follow the directions provided by your broker, bank, trust or other nominee regarding how to instruct such person to vote your Ordinary Shares.

If you are a Beneficial Holder as of the Beneficial Holder Record Date and wish to attend the Court Meeting and/or the General Meeting, you will need to bring evidence of your interest in Ordinary Shares in the form of a currently dated letter from your broker, bank, trust or other nominee and proof of your identity. On verification of such evidence, you will be admitted to the Court Meeting and/or the General Meeting but may not vote at the Court Meeting and/or the General Meeting unless you are a Shareholder of Record as of the Voting Record Time or hold a valid legal proxy from a Shareholder of Record as of the Voting Record Time.

At the Court Meeting and the General Meeting, voting will be by way of poll and each Shareholder of Record present in person or by proxy will be entitled to one vote for each Ordinary Share held by such Shareholder of Record as of the Voting Record Time.

A quorum, which is the presence of at least two persons entitled to vote upon the business to be transacted in respect of a majority of the issued Ordinary Shares, present in person or by proxy for a shareholder or a duly authorized representative of a corporation or other entity that is a shareholder, must be present in order to hold the General Meeting. If you are a Shareholder of Record, your shares held as of the Voting Record Time will be counted as being present at the meeting if you appear in person at the meeting or if you submit a properly executed proxy. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present at the General Meeting. For the Court Meeting, the Court must be satisfied that the votes cast are a fair and reasonable representation of the opinion of the holders of the Scheme Shares.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of the holders of the Scheme Shares. You are therefore strongly urged to sign and return your Court Meeting Proxy Card or voting instructions for the Court Meeting and your General Meeting Proxy Card or voting instructions for the General Meeting as soon as possible. The completion and return of the proxy cards will not prevent a Shareholder or Record from attending, voting and speaking at either the Court Meeting or the General Meeting, or any adjournment thereof, in person if you are entitled to do so.

If you are a Beneficial Holder, as a matter of English law, your name will not be entered in ARRIS’s register of members. Accordingly, if you wish to vote directly (i.e., in your own name) at the Court Meeting and/or the General Meeting, you must arrange for the completion of a stock transfer form by the applicable Shareholder of Record in respect of such Ordinary Shares that you wish to be transferred into your name, pay any related UK stamp duty, if applicable, and send the completed stock transfer form and related documentation to ARRIS’s transfer agent, Computershare Trust Company, N.A., prior to the Voting Record Time. Beneficial Holders who wish to vote directly at the Court Meeting and/or General Meeting should take care to send such stock transfer form in respect of their Ordinary Shares to permit processing to be completed by Computershare Trust Company, N.A. prior to the Voting Record Time.

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Proxies

Each copy of this proxy statement mailed to Shareholders of Record is accompanied by two proxy cards with instructions for voting. The proxy card labeled “Court Meeting Proxy Card” corresponds to the Court Meeting, and the proxy card labeled “General Meeting Proxy Card” corresponds to the General Meeting. You should complete and return BOTH proxy cards accompanying this document to ensure that your vote is counted at both meetings, or at any adjournment or postponement of the meetings, regardless of whether you plan to attend the meetings. You may also authorize a proxy to vote your Ordinary Shares by telephone or through the Internet as instructed on the proxy cards.

A space has been included in the proxy cards to allow Shareholders of Record to specify the number of shares in respect of which that proxy is to be appointed. A proxy need not be a Shareholder of Record, but such proxy must attend the relevant shareholder meeting to represent a Shareholder of Record. A separate proxy card should be used for each proxy appointment. If you require additional proxy cards, please contact Morrow Sodali LLC at 470 West Avenue, Stamford, CT 06902, Shareholders Call Toll Free: (800) 662-5200, Banks and Brokers Call Collect: (203) 658-9400 or E-mail: Arris.info@morrowsodali.com.

If you are a Beneficial Holder as of the Beneficial Holder Record Date, you must direct your broker, bank, trust or other nominee to vote, in accordance with the voting instructions you have received from your broker, bank, trust or other nominee.

If you are a Shareholder of Record as of the Voting Record Time, you can revoke your proxy or voting instructions or change your vote after you have delivered your proxy or voting instructions in any of the following ways:

•

by sending a written notice to the Secretary of ARRIS at the address set forth below in time to be received before the deadline for receipt of proxy cards for the Court Meeting and General Meeting, stating that you would like to revoke your proxy;

​

•

by completing, signing and dating another proxy card and returning it by mail in time to be received before the deadline for receipt of proxy cards for the Court Meeting and General Meeting or by submitting a later dated proxy via the Internet or telephone, in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or

​

•

by attending the meeting and voting in person (simply attending the meeting without voting will not revoke your proxy or change your vote).

​

Written notices of revocation and other communications about revoking your proxy should be addressed to:

ARRIS International plc
3871 Lakefield Drive, Suwanee, Georgia 30024
Attention: Company Secretary

If you are a Beneficial Holder as of the Beneficial Holder Record Date, you should contact your broker, bank, trust or other nominee for instructions on how to revoke your voting instructions.

All Ordinary Shares represented by valid proxies that ARRIS receives through this solicitation, and that are not revoked, will be voted in accordance with the instructions on the proxies.

If you are a Shareholder of Record and you fail to make a specification on your proxy cards as to how you want your shares voted before signing and returning it, your proxy will be voted in accordance with the Board’s recommendation, “FOR” the Court Scheme Proposal, “FOR” the Articles Amendment Proposal and “FOR” the Transaction-Related Compensation Proposal.

Solicitation of Proxies

ARRIS will bear its own costs and expenses incurred in connection with the filing, printing and mailing of this proxy statement to shareholders and the retention of any information agent or other service provider in connection with the Acquisition. This proxy solicitation is being made by ARRIS on behalf of the Board. ARRIS has hired Morrow Sodali LLC to assist in the solicitation of proxies. ARRIS has agreed to pay Morrow Sodali LLC a fee of  $20,000 plus payment of certain fees and expenses for its services to

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solicit proxies. In addition to this mailing, proxies may be solicited by directors, officers or employees of ARRIS or its affiliates in person or by telephone or electronic transmission. None of the directors, officers or employees will be directly compensated for such services.

In accordance with applicable regulations, ARRIS also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to Beneficial Holders of Ordinary Shares.

Other Matters

The Board is not currently aware of any business to be acted upon at the shareholder meetings other than the matters described in this proxy statement. If, however, other matters are properly brought before the meetings, the persons appointed as proxies will have discretion to vote or act on those matters as in their judgment will promote the success of ARRIS to the benefit of its shareholders as a whole.

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COURT SCHEME PROPOSAL

Scheme

The following section of this proxy statement explains, among other things, the effect of the Scheme and, together with the further information contained elsewhere in this proxy statement, constitutes the explanatory statement in respect of the Scheme as required by section 897 of the Companies Act. Accordingly, in addition to the information contained in the following section of this proxy statement, your attention is drawn to the further information contained elsewhere in this proxy statement and you are advised to read this proxy statement in full.

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement between ARRIS and the Scheme Shareholders, under Part 26 of the Companies Act. Implementation of the Scheme requires approval of the Scheme by ARRIS shareholders at the Court Meeting (the Court Scheme Proposal) and the approval of the Articles Amendment Proposal as a special resolution by ARRIS shareholders at the General Meeting. The Scheme also requires the sanction of the Court following these approvals. The Scheme is set out in full in Annex B of this proxy statement.

The purpose of the Scheme is to provide for CommScope to acquire all of the issued and to be issued ordinary share capital of ARRIS. This is to be achieved by means of an automatic transfer of all Scheme Shares outstanding at the Scheme Record Time to CommScope or its subsidiary or a DR Nominee, in consideration for which CommScope will pay the Per Share Consideration on the basis set out in the Scheme.

Sanction of the Scheme by the Court

Under the Companies Act, the Scheme also requires the sanction of the Court. The hearing by the Court to sanction the Scheme is currently expected to be held on [            ], 2019, subject to the prior satisfaction or waiver of the other conditions to the Closing, which are summarized in the section of this proxy statement titled “The Acquisition Agreement — Conditions to the Acquisition” beginning on page 80 , other than those that are by their terms to be satisfied at Closing. Scheme Shareholders are entitled to attend the Court hearing, should they wish to do so, in person or through counsel.

Following sanction of the Scheme by the Court, the Scheme will become effective in accordance with its terms upon a copy of the Court order being delivered to the Registrar of Companies for registration. This is presently expected to occur as soon as practicable following the Court hearing to sanction the Scheme, being on the same day if practicable and on the next UK business day if not.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time (including all Beneficial Holders at the Scheme Record Time), irrespective of whether or not they attended or voted in favor of, or against, the Scheme at the Court Meeting or in favor of, or against, or abstained from voting on the special resolution at the General Meeting.

If the Scheme does not become effective on or prior to the Long Stop Termination Date (or such later date as may be agreed by ARRIS and CommScope and as the Court may approve (if such approval is required)), the Scheme will not become effective.

Required Vote

The Court Scheme Proposal must be approved by a majority in number of the Shareholders of Record as of the Voting Record Time (expected to be 6:00 p.m. (Eastern time) on [           ], 2019), representing 75% or more in value of the Ordinary Shares at the Voting Record Time, in each case, present and voting (and entitled to vote), either in person or by proxy.

Approval of the Court Scheme Proposal is required for the consummation of the Acquisition.

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Recommendation of the Board

The Board unanimously determined that the terms and provisions of the Acquisition Agreement and the Scheme and the actions required and contemplated thereby, including the Acquisition, will promote the success of ARRIS for the benefit of its shareholders as a whole. The Board unanimously recommends that shareholders vote “FOR” the Court Scheme Proposal . For a more complete discussion of the Board’s recommendation, see “The Acquisition — Recommendation of the ARRIS Board of Directors” and “The Acquisition — Reasons for the Acquisition” each beginning on page 36 .

When considering the recommendation of the Board that you vote “FOR” the Court Scheme Proposal, you should be aware that certain of the ARRIS directors and executive officers have interests in the Acquisition that may be different from, or in addition to, your interests as a shareholder generally. The members of the Board were also aware of these interests in, among other matters, recommending that you vote “FOR” the Court Scheme Proposal. These interests are described in more detail in “The Acquisition — Interests of the ARRIS Directors and Executive Officers in the Acquisition” beginning on page 47 .

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ARTICLES AMENDMENT PROPOSAL

Amendment to the ARRIS Articles of Association

It is proposed, pursuant to the Articles Amendment Proposal, that the articles of association of ARRIS be amended to ensure that any Ordinary Shares issued after the Voting Record Time in respect of the Court Meeting and on or prior to the Scheme Record Time will be subject to the Scheme. It is also proposed to amend the articles of association so that any Ordinary Shares issued to any person other than CommScope or its nominees after the Scheme Record Time will be automatically acquired by CommScope on the same terms of the Acquisition (other than terms as to timings and formalities). These provisions will avoid any person (other than CommScope or its nominees) being left with Ordinary Shares after the Scheme becomes effective.

Special Resolution to be Proposed at the General Meeting

For the reasons described above, ARRIS is requesting its shareholders adopt the following resolution at the General Meeting, which is a special resolution:

THAT for the purpose of giving effect to the scheme of arrangement dated [           ], 2018 (as amended or supplemented) between the Company and the holders of Scheme Shares (as defined in such scheme of arrangement), a print of which has been produced to this meeting and for the purposes of identification signed by the chairman of this meeting, in its original form or subject to any modification, addition, or condition as may be agreed between the Company and CommScope and approved or imposed by the Court (the Scheme):

(A)

the directors of the Company (or a duly authorised committee of the directors) be and are hereby authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

​

(B)

with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new article 126:

​

“126. Scheme of Arrangement

126.1

In this article, references to the Scheme are to the Scheme of Arrangement under Part 26 of the Companies Act 2006 between the Company and the holders of Scheme Shares (as defined in the Scheme) dated [           ], 2018 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court (as defined in the Scheme) and mutually acceptable to the Company and CommScope Holding Company, Inc. (the “ Buyer ”), each acting reasonably and in good faith, and save as defined in this article, expressions defined in the Scheme shall have the same meanings in this article.

​

126.2

Notwithstanding either any other provision of these articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any shares (other than to the Buyer or its nominee(s)) on or after the Voting Record Time (as defined in the Scheme) but at or before the Scheme Record Time (as defined in the Scheme), such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes of the Scheme) and the original or any subsequent holder or holders of such shares shall be bound by the Scheme accordingly.

​

126.3

Notwithstanding any other provision of these articles, if any shares are issued to any person (other than to the Buyer or its nominee(s)) (the “ New Member ”) after the Scheme Record Time (the “ Disposal Shares ”), such Disposal Shares shall be issued on the terms that the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) will, provided the Scheme has become (or becomes) effective in accordance with its terms, be obliged, upon the Scheme becoming effective or, if later, upon the issue of the Disposal Shares, to transfer immediately all of its Disposal Shares free of all encumbrances to the Buyer (or as the Buyer may otherwise direct in writing to the Company) who shall be

​

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obliged to acquire all of the Disposal Shares in consideration of and conditional on the payment by or on behalf of the Buyer to the New Member of an amount in cash for each Disposal Share equal to the consideration that the New Member would have been entitled to had each Disposal Share been a Scheme Share.

126.4

On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Time (as defined in the Scheme), the value of the consideration per Disposal Share to be paid under paragraph (126.3) above shall be adjusted by the directors of the Company in such manner as the auditors of the Company or an independent investment bank selected by the Company may determine to ensure (as nearly as may be) parity of treatment with that provided for by paragraph (126.3) above. References in this article to shares shall, following such adjustment, be construed accordingly.

​

126.5

To give effect to any transfer required by this article, the Company may appoint any person as attorney and/or agent for the New Member to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favour of the Buyer (or its nominee) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney or agent be necessary or desirable to vest the Disposal Shares in the Buyer (or its nominee) and pending such vesting to exercise all such rights attaching to the Disposal Shares as the Buyer may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of the Buyer) be entitled to exercise any rights attaching to the Disposal Shares unless so agreed in writing by the Buyer. The Company may give good receipt for the purchase price of the Disposal Shares and may register the Buyer as holder of the Disposal Shares and issue to it certificate(s) for the same. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder). The Company shall not be obliged to issue a certificate to the New Member for any Disposal Shares. [Unless otherwise set forth in the Scheme, the Buyer shall settle the consideration due to the New Member pursuant to paragraph 126.3 above by sending a cheque drawn on a US clearing bank (or shall procure that such a cheque is sent) in favour of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) for the purchase price of such Disposal Shares, as described in paragraph 126.3 above (and adjusted pursuant to paragraph 126.4 above, as applicable), as soon as practicable and in any event no later than 14 days after the date on which the Disposal Shares are issued to the New Member.]

​

126.6

If the Scheme shall not have become effective by the date referred to in clause [6.2] of the Scheme (or such later date, if any, as the Buyer and the Company may agree and the Court may approve (if such approval is required)), this article shall be of no effect.

​

126.7

Notwithstanding any other provision of these articles, both the Company and the directors may refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the effective date of the Scheme other than to the Buyer and/or its nominees pursuant to the Scheme.”

​

Required Vote

The Articles Amendment Proposal will be proposed as a special resolution, which means, provided that a quorum is present, such proposal will be approved if at least 75% of the votes cast are cast in favor thereof.

The approval of the Articles Amendment Proposal is a condition to the Closing of the Acquisition, and as such the Scheme will not become effective if the Articles Amendment Proposal is not approved at the General Meeting.

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Recommendation of the Board

The Board unanimously determined that the terms and provisions of the Acquisition Agreement and the Scheme and the actions required and contemplated thereby, including the Acquisition, will promote the success of ARRIS for the benefit of its shareholders as a whole. The Board unanimously recommends that shareholders vote “FOR” the Articles Amendment Proposal. For a more complete discussion of the Board’s recommendation, see “The Acquisition — Reasons for the Acquisition” and “The Acquisition — Recommendation of the ARRIS Board of Directors” each beginning on page 36 .

When considering the recommendation of the Board that you vote “FOR” the Articles Amendment Proposal, you should be aware that certain of the ARRIS directors and executive officers have interests in the Acquisition that may be different from, or in addition to, your interests as a shareholder generally. The members of the Board were also aware of these interests in, among other matters, recommending that you vote “FOR” the Articles Amendment Proposal. These interests are described in more detail in “The Acquisition — Interests of the ARRIS Directors and Executive Officers in the Acquisition” beginning on page 47 .

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TRANSACTION-RELATED COMPENSATION PROPOSAL

Advisory Approval of the Compensation Payments to Named Executive Officers

In accordance with Section 14A of the Exchange Act, ARRIS is providing its shareholders with the opportunity to cast an advisory, non-binding vote at the General Meeting on the compensation that may be paid or become payable to its named executive officers in connection with the Acquisition and the agreements and understandings pursuant to which such compensation may be paid or become payable. For a more detailed summary of the compensation payments, see “The Acquisition  —  Interests of the ARRIS Directors and Executive Officers in the Acquisition  —  Named Executive Officer Golden Parachute Compensation” beginning on page 47 . As required by Section 14A of the Exchange Act, ARRIS is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to ARRIS’s named executive officers in connection with the completion of the Acquisition, as disclosed pursuant to Item 402(t) of Regulation S-K in the tables in the section of the proxy statement entitled “The Acquisition  —  Interests of the ARRIS Directors and Executive Officers in the Acquisition  —  Named Executive Officer Golden Parachute Compensation,” including the associated narrative discussion, are hereby APPROVED on an advisory (non-binding) basis.”

Required Vote

Provided that a quorum is present, the Transaction-Related Compensation Proposal will be passed if a simple majority of the votes cast at the meeting (in person or by proxy) are cast in favor of this proposal.

Completion of the Acquisition is not conditioned on approval of the Transaction-Related Compensation Proposal. Because the vote on this compensation proposal is advisory in nature only, it will not be binding on the Board. Accordingly, if the Court Scheme Proposal and the Articles Amendment Proposal are approved and the Acquisition is completed, the compensation may become payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote.

Recommendation of the Board

The Board unanimously determined that the terms and provisions of the Acquisition Agreement and the Scheme and the actions required and contemplated thereby, including the Acquisition and the compensation that may be paid or become payable to ARRIS’s named executive officers in connection with the Acquisition and the agreements and understandings pursuant to which such compensation may be paid or become payable, will promote the success of ARRIS for the benefit of its shareholders as a whole. The Board unanimously recommends that shareholders vote “FOR” the Transaction-Related Compensation Proposal. See “The Acquisition — Recommendation of the Board of Directors” and “The Acquisition — Reasons for the Acquisition” each beginning on page 36 for a more detailed discussion of the Board’s recommendation.

When considering the recommendation of the Board that you vote “FOR” the Transaction-Related Compensation Proposal, you should be aware that certain of the ARRIS directors and executive officers have interests in the Acquisition that may be different from, or in addition to, your interests as a shareholder generally. The members of the Board were also aware of these interests in, among other matters, recommending that you vote “FOR” the Transaction-Related Compensation Proposal. These interests are described in more detail in “The Acquisition — Interests of the ARRIS Directors and Executive Officers in the Acquisition” beginning on page 47 , including the compensation that is the subject of this proposal in “The Acquisition  —  Interests of the ARRIS Directors and Executive Officers in the Acquisition  —  Named Executive Officer Golden Parachute Compensation” beginning on page 47 .

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THE ACQUISITION

This discussion of the Acquisition is qualified in its entirety by reference to the Acquisition Agreement and the Scheme, which are attached to this proxy statement as Annex A and Annex B , respectively, and incorporated into this proxy statement by reference. You should read the entire Acquisition Agreement and Scheme carefully as they are the legal documents that govern the Acquisition.

Parties Involved in the Acquisition

ARRIS International plc

ARRIS International plc is a global entertainment, communications, and networking technology and solutions provider. It operates in three business segments, CPE, Network & Cloud and Enterprise Networks, specializing in enabling service providers including cable, telephone, and digital broadcast satellite operators and media programmers to deliver media, voice, IP data services and Wi-Fi to their subscribers and enabling enterprises to experience constant, wireless and wired connectivity across complex and varied networking environments.

ARRIS International plc is a holding company that was incorporated under the laws of England and Wales in 2015. ARRIS’s principal executive offices are located at 3871 Lakefield Drive, Suwanee, Georgia 30024, and its telephone number at that address is +1 (678) 473-2000. ARRIS Ordinary Shares are traded on the NASDAQ Global Select Market under the symbol “ARRS.”

Additional information about ARRIS and its subsidiaries is included in documents incorporated by reference in this proxy statement. See “Where You Can Find Additional Information” beginning on page 88 .

CommScope Holding Company, Inc.

CommScope Holding Company, Inc. is a global leader in providing infrastructure solutions for the core, access and edge layers of communications networks. CommScope’s portfolio includes robust and innovative wireless and fiber optic solutions for today’s evolving digital lifestyle. CommScope’s talented and experienced global team helps customers increase bandwidth; maximize existing capacity; improve network response time and performance; and simplify technology migration. CommScope’s solutions are found in some of the largest venues and outdoor spaces; in data centers and buildings of all shapes, sizes and complexities; at wireless cell sites; in telecom central offices and cable television headends; in fiber-to-the-X deployments; and in airports, trains, and tunnels. Vital networks around the world run on CommScope solutions.

CommScope was incorporated in Delaware in 2010 in connection with the acquisition by it of CommScope, Inc., and CommScope or its predecessors has operated the CommScope business since 1976. CommScope’s principal executive offices are located at 1100 CommScope Place, SE, Hickory, North Carolina 28602, and its telephone number is (828) 324-2200. CommScope’s common stock is traded on the NASDAQ Global Select Market under the symbol “COMM.”

Certain Effects of the Acquisition

Upon the terms and subject to the conditions of the Acquisition Agreement and the Scheme, at the Effective Time, CommScope will directly or indirectly acquire all of the issued and to be issued Ordinary Shares of ARRIS. As a result of the Acquisition, ARRIS will become a direct or indirect wholly-owned subsidiary of CommScope. ARRIS will de-list the Ordinary Shares from the NASDAQ Global Select Market and de-register under the Exchange Act as soon as reasonably practicable following the Effective Time and, following such time, no longer will be a publicly-traded company and no longer will file periodic reports or other materials with the SEC. If the Acquisition is consummated, you will not own any Ordinary Shares, and instead will only be entitled to receive the Per Share Consideration described in “— Acquisition Consideration” beginning on page 29 .

The Acquisition will be effective when an order from the Court sanctioning the Scheme is delivered to the Registrar of Companies, which will only occur following the satisfaction or waiver of all of the conditions to Closing.

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Effect on ARRIS if the Acquisition is Not Completed

If the Court Scheme Proposal and the Articles Amendment Proposal are not both approved by shareholders or if the Acquisition is not completed for any other reason, ARRIS shareholders will not receive any cash consideration for their Ordinary Shares. Instead, ARRIS will remain an independent public company, the Ordinary Shares will continue to be listed and traded on the NASDAQ Global Select Market and ARRIS will continue to file periodic reports and other materials with the SEC.

Furthermore, if the Acquisition is not consummated, and depending on the circumstances that caused the Acquisition not to be consummated, it is possible that the price of the Ordinary Shares will decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Ordinary Shares would return to the price at which they trade as of the date of this proxy statement.

There can be no assurance as to the effect of these risks and opportunities on the future value of your Ordinary Shares. If the Acquisition is not consummated, the Board will continue to evaluate and review ARRIS’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance shareholder value. There can be no assurance that any other transaction acceptable to ARRIS will be offered or that ARRIS’s business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances under the Acquisition Agreement, ARRIS or CommScope may be required to pay the other party a termination fee upon termination of the Acquisition Agreement. See “The Acquisition Agreement — Termination Fees” beginning on page 83 .

Acquisition Consideration

At the Effective Time, each outstanding Ordinary Share (other than shares owned by (i) CommScope or any other direct or indirect wholly-owned subsidiary of CommScope or (ii) ARRIS or any direct or indirect wholly-owned subsidiary of ARRIS) automatically shall be transferred from the ARRIS shareholders in accordance with the Scheme and the Acquisition Agreement to CommScope, and the ARRIS shareholders shall cease to have any rights with respect to their Ordinary Shares, except their right to receive the Per Share Consideration of  $31.75, without interest.

ARRIS also has agreed to use commercially reasonable efforts to cause outstanding warrants to purchase Ordinary Shares to automatically, at the Effective Time, be converted into the right to receive an amount in cash equal to the Per Share Consideration minus the exercise price per Ordinary Share under such warrant multiplied by the number of Ordinary Shares exercisable for such exercise price thereunder. As of the Beneficial Holder Record Date, there were warrants outstanding to purchase [    ] Ordinary Shares, with a weighted average exercise price of  $[    ]. In the absence of documentation providing for such automatic conversion, the holders of the warrants would have the right to receive the applicable Per Share Consideration upon the valid exercise of the warrants.

After the Acquisition is completed, you will have the right to receive the Per Share Consideration, but you will no longer have any rights as an ARRIS shareholder as a result of the Acquisition.

Background of the Acquisition

The Board routinely meets with ARRIS’s senior management to review and discuss strategic opportunities available to ARRIS to enhance shareholder value. These strategy discussions generally include a review of areas of anticipated and potential organic growth through product enhancement or new product developments, acquisition opportunities that may accelerate ARRIS’s growth, potential minority investments in companies with developing technology that ARRIS is currently or considering using in connection with its products and services, the sale of product lines that are no longer material components of ARRIS’s long-range plan and restructuring opportunities within ARRIS’s businesses to create greater efficiency and profitability. In addition to these on-going strategic reviews, ARRIS has been approached from time to time by third parties, including CommScope and the various sponsors discussed below, to discuss a potential investment in or purchase of ARRIS. However, none of ARRIS’s prior discussions regarding potential business combination transactions with other interested parties had progressed beyond preliminary stages or resulted in a value better than the Per Share Consideration. Over the past two years,

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Evercore assisted ARRIS in its review of certain of these opportunities (as described below) and discussed with the Board a range of other strategic alternatives available to ARRIS. On October 20, 2018, ARRIS formally engaged Evercore to serve as its financial advisor in connection with a sale of ARRIS after consideration of Evercore’s qualifications and its prior work for ARRIS.

During 2017, ARRIS was contacted by a number of companies that expressed an interest in potentially making a significant investment in or acquiring ARRIS. One of the companies that met with ARRIS in 2017 was Carlyle, which reached out to Bob Stanzione, ARRIS’s Executive Chairman, in February 2017 to express an interest in learning more about ARRIS. A meeting among representatives of Carlyle, Bruce McClelland, ARRIS’s Chief Executive Officer, Dave Potts, ARRIS’s Chief Financial Officer, and Mr. Stanzione was held at ARRIS’s headquarters in Suwanee, Georgia in late April 2017, at which meeting ARRIS provided a general overview of the company and the industry in which it operates. There was no further communication with Carlyle following that meeting until August 2017.

Messrs. McClelland, Stanzione and Potts, in February 2017, also had dinner with a representative of Sponsor A in Atlanta. At the dinner, Sponsor A expressed an interest in learning more about ARRIS. The parties entered into a Non-Disclosure Agreement (a “NDA”). This NDA, and the other NDAs described in this “Background of the Acquisition” section, included customary standstill provisions. All of these standstill provisions automatically terminated upon the announcement of the execution of the Acquisition Agreement, other than under the NDA with Sponsor D, with respect to which Sponsor D did not negotiate a termination provision. However, the NDA with Sponsor D does not contain a provision that prohibits it from asking for a waiver of the standstill provisions. Representatives of Sponsor A and ARRIS subsequently met in Atlanta in April 2017. At the meeting, Mr. McClelland provided an overview of ARRIS, including its current long-range financial plan, and the representatives from Sponsor A discussed its approach to investing in and managing portfolio companies. There were no additional discussions with Sponsor A until September 2017, when Mr. McClelland had dinner with representatives of Sponsor A in New York. At the dinner, Sponsor A introduced a Senior Managing Director who recently had relocated and now had responsibility for Sponsor A’s technology investments. A follow-up meeting was scheduled for the end of September in New York. At that meeting, Messrs. McClelland, Stanzione and Potts reviewed with Sponsor A representatives information on ARRIS’s operations, the industry and its current long-range financial plan. ARRIS’s pending acquisition of Ruckus Wireless (“Ruckus”) also was discussed. Following the meeting, Sponsor A requested additional information from ARRIS, which was provided to it in October 2017. After providing the information, there were no further discussions with Sponsor A, and Sponsor A never provided any further indication of interest in investing in or acquiring ARRIS.

In July 2017, Sponsor B contacted a representative from Evercore and requested a meeting with ARRIS management to learn more about ARRIS and potential opportunities between the companies. A preliminary meeting was held with Sponsor B in New York in late-July, where Messrs. McClelland, Stanzione and Potts and representatives from Evercore met with representatives of Sponsor B, and Messrs. McClelland, Stanzione and Potts and representatives from Sponsor B exchanged high-level information about their respective businesses and operating philosophies. Following this meeting, Sponsor B sent to a representative from Evercore a presentation outlining the potential benefits of an acquisition of ARRIS by Sponsor B and requesting an additional meeting. Prior to providing additional information, ARRIS required Sponsor B to enter into a NDA. Messrs. McClelland, Stanzione and Potts and representatives from Evercore then met with representatives of Sponsor B in Atlanta in late September 2017. At that meeting, Messrs. McClelland, Stanzione and Potts and representatives from Sponsor B reviewed, among other things, more detailed information on ARRIS’s business, its industry and its current long-range financial plan, as well as an update on the pending Ruckus acquisition. Following the September 2017 meeting, Sponsor B requested additional information from ARRIS, including additional financial information, as well as information relating to other potential follow-on strategic opportunities. This additional information was provided by ARRIS in early October 2017. On October 24, 2017, a representative from Sponsor B contacted a representative from Evercore to state that Sponsor B was not going to proceed with making any offer to acquire ARRIS at that time as it did not think it could offer a “meaningful premium” to the then-current trading price for the Ordinary Shares, which as of that date closed at $28.12 per share. Sponsor B cited the risks associated with the closing of the Ruckus acquisition as a significant factor in its decision.

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In light of the on-going discussions with Sponsor A and Sponsor B, in late August 2017, Mr. Stanzione reached out to representatives of Carlyle to see if they had interest in continuing the discussions from earlier in the Spring of 2017. The parties entered into a NDA and had a preliminary call to discuss the current state of ARRIS’s business in early September 2017. A follow-up meeting was held in Atlanta on September 22, 2017, where Messrs. McClelland, Stanzione and Potts provided Carlyle with additional information about ARRIS’s current operations and plans and the parties discussed a potential acquisition of, or investment in, ARRIS by Carlyle. Representatives from Evercore also attended this meeting. After this meeting, on September 25, 2017, a Carlyle representative called Mr. Stanzione and requested permission, under the terms of the NDA, to reach out to representatives of CommScope about the possibility of combining ARRIS and CommScope.

In response to the request made by Carlyle, on September 25, 2017, Mr. McClelland spoke with Eddie Edwards, President and CEO of CommScope, to confirm CommScope’s interest in discussing a combination of the two companies. Mr. Edwards informed Mr. McClelland that CommScope would be interested. Following that phone call, Messrs. Stanzione and McClelland met with Frank Drendel, Chairman of CommScope, at an industry event held in New York City, and discussed bringing the two companies together. Following that meeting, ARRIS and CommScope entered into a NDA. On October 5, 2017, Messrs. Stanzione, McClelland and Potts had a conference call with Messrs. Drendel and Edwards, during which the same ARRIS materials that had been previously presented to Carlyle were reviewed and discussed. On November 3, 2017, Messrs. Drendel and Edwards had a follow-up call with Messrs. Stanzione and McClelland, during which they informed them that CommScope was not interested in continuing discussions regarding a possible combination of the two companies at that time. Representatives from Carlyle contacted a representative from Evercore on November 6, 2017, to confirm that they were not interested in pursuing a transaction at that time as well.

The Board was regularly informed of the various discussions with the parties during 2017 and received advice from counsel, including ARRIS’s outside UK counsel, Herbert Smith Freehills (“HSF”), and its U.S. outside counsel, Troutman Sanders LLP (“Troutman”), on various matters related to a potential takeover offer, including how a takeover could be structured under UK law, the director’s statutory duties to ARRIS with respect to reviewing any takeover offer received and the use of special committees of the Board under UK law to evaluate and potentially negotiate any takeover offer. The updates and legal guidance were provided at the Board’s regularly scheduled meeting held in August 2017, as well as a special telephonic meeting of the Board held on October 11, 2017, to specifically update the Board with respect to the ongoing discussions. It was specifically noted at the October 11 th meeting that no offers to acquire ARRIS had been communicated to ARRIS or its representatives as of the date of the meeting.

ARRIS did not have any engagement with CommScope, Carlyle, Sponsor A or Sponsor B for the remainder of 2017.

On December 1, 2017, ARRIS completed its acquisition of Ruckus and immediately began the integration of that business into ARRIS. At its regularly scheduled meeting held on December 5, 2017, the Board reviewed with senior management integration plans with respect to Ruckus and received an update on ARRIS’s strategy to further enhance shareholder value following the Ruckus acquisition.

The Board also held discussions during 2017 with Evercore regarding the range of strategic alternatives available to ARRIS and Evercore’s preliminary financial analysis of ARRIS.

In February 2018, a representative from Sponsor B contacted a representative from Evercore to state that Sponsor B had a new senior partner in charge of Sponsor B’s technology portfolio and, now that the Ruckus acquisition was completed, Sponsor B was interested in reconsidering a transaction with ARRIS. As a result, a meeting between Sponsor B representatives, ARRIS senior management and representatives from Evercore was held by video conference on April 16, 2018. The ARRIS representatives provided Sponsor B with ARRIS’s 2018 budget, an update on its long-range financial plan and generally discussed the questions raised by Sponsor B in advance of the meeting.

Subsequent to the April 16 th meeting, Sponsor B made a number of additional due diligence requests of ARRIS, to which ARRIS responded. The Sponsor B representatives, ARRIS senior management and representatives from Evercore held a video conference on April 30, 2018, and an in-person meeting in

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New York on May 16, 2018, to further discuss the information provided by ARRIS. On May 24, 2018, a representative from Sponsor B contacted a representative from Evercore and made a verbal indication of interest in pursuing a deal to acquire ARRIS in the range of  $30.00 to $32.00 per share in cash.

A telephonic meeting of the Board was held on May 28, 2018 to review and discuss the verbal indication of interest received from Sponsor B. Following the Board meeting, at the direction of the Board, representatives of Evercore delivered feedback to Sponsor B that ARRIS would be interested in working towards a deal above the $32.00 per share high-end of the offer indicated by Sponsor B.

In May 2018, a representative from Sponsor C reached out to Mr. McClelland to schedule a meeting for Sponsor C to learn more about ARRIS. The meeting was initially scheduled to be held in Atlanta, Georgia in late June 2018, but Sponsor C later requested to reschedule the meeting for September 2018.

In response to the feedback from ARRIS on its indication of interest, Sponsor B submitted additional due diligence requests to ARRIS for information it believed was necessary to potentially make an offer to ARRIS above the range of its prior verbal indication of interest. During June 2018, ARRIS continued to provide information to Sponsor B in response to its requests. A meeting among Sponsor B, ARRIS and representatives from Evercore was held in New York on June 14, 2018 to further discuss the information that had been provided to Sponsor B. After this meeting, Sponsor B provided to a representative of Evercore a new verbal indication of interest of  $30.50 per share in cash.

The Board held a special meeting on July 2, 2018 to review the revised indication of interest from Sponsor B. Representatives from Evercore reviewed Sponsor B’s proposal, and an additional investment bank reviewed with the Board its views with respect to what it thought a company such as Sponsor B might be willing to pay for ARRIS. The additional investment bank had been asked by ARRIS management to provide this review in order to assure that the Board received more than one independent perspective on potential value of ARRIS. While this investment bank was aware that ARRIS had received an indication of interest from Sponsor B, it was not aware of the price. The Board also discussed other strategic alternatives for shareholder value creation including organic growth opportunities, fundamental restructuring and the current private equity landscape. After discussion, the Board authorized a counter-proposal to Sponsor B of  $31.00 per share. At the direction of the Board, representatives from Evercore delivered such counter-proposal to Sponsor B. Following additional discussions with Sponsor B over the next several days, on July 11, 2018, the Sponsor B representative called a representative from Evercore to state that the Sponsor B representative did not believe that Sponsor B and ARRIS would be able to come to terms on an offer. As a result, ARRIS and Sponsor B agreed to terminate discussions.

In July 2018, an investment banker contacted ARRIS to inform it that representatives of Sponsor D and Sponsor E were interested in meeting with ARRIS. As a result, on September 25, 2018, Messrs. Stanzione, McClelland and Potts met with representatives of Sponsor D in Atlanta, Georgia. Representatives from Sponsor E originally were scheduled to attend that meeting, but ultimately rescheduled and did not meet with ARRIS until October 2018. Prior to the meeting, ARRIS and Sponsor D also entered into a NDA, and ARRIS provided Sponsor D with the same materials that were previously provided to Sponsor C. Although the representative from Sponsor D expressed interest at the meeting regarding a potential investment in or acquisition of ARRIS, the representative subsequently called Mr. McClelland on November 6, 2018, to inform him that Sponsor D was not interested in pursuing the opportunity at that time.

On August 15, 2018, Mr. Drendel contacted Mr. Stanzione and indicated that CommScope had a renewed interest in a potential combination of the two companies. CommScope and ARRIS executed a new NDA on that date, and CommScope provided to Mr. Stanzione CommScope’s view on the strategic merits of a potential combination, which included strengthening the offering of the combined company by creating end-to-end broadband access, small cell and enterprise solutions, and strengthening its position in future growth segments, and the parties began their due diligence process. On August 24, 2018, members of the two senior management teams held an in-person meeting to discuss the potential combination and the information provided by ARRIS. Following the meeting, CommScope submitted additional diligence questions to ARRIS focusing on CPE, capital expenditures and ARRIS’s financials, which were responded to by ARRIS in early September 2018. Andy Heller, the Board’s lead independent director, was informed of CommScope’s renewed interest following the communication between Mr. Drendel and Mr. Stanzione on

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August 15, 2018. The full Board was informed of CommScope’s renewed interest at a special meeting held on September 4, 2018 (that was primarily called for other purposes).

On September 12, 2018, CommScope conveyed a non-binding written proposal to acquire 100% of the Ordinary Shares for a mix of cash and CommScope stock (with a significant majority of the consideration consisting of cash) that, based on the trading price for CommScope common stock at the time, would have represented $30.00 per share and a 14.2% premium to ARRIS’s closing price on September 12, 2018 of $26.26 per share. On September 13, 2018, CommScope communicated some of the financial assumptions supporting its preliminary proposal, in particular a forecasted pro forma tax rate of 25% to 30% and pre-tax cost synergies of  $100 million.

Also, on September 12, 2018, Messrs. McClelland, Stanzione and Potts met with representatives from Sponsor C in Atlanta, Georgia. ARRIS provided a company overview and discussed materials provided to Sponsor C prior to the meeting.

On September 16, 2018, the Board held a special meeting to discuss CommScope’s preliminary proposal. Members of senior management and representatives from Evercore participated in the discussion. Representatives from Evercore summarized CommScope’s non-binding proposal and CommScope’s stated strategic rationale for the new combined company. Representatives from Evercore then reviewed its preliminary financial analysis of ARRIS and the proposed transaction. The Board also discussed with senior management and the Evercore representatives other strategic alternatives available to ARRIS, including an overview of the potential buyer landscape, noting the prior conversations ARRIS had in 2017 and 2018 with the sponsors discussed above. Following discussions, the Board authorized senior management and Evercore to continue to engage with CommScope in order to negotiate a higher price. After the Board meeting, Mr. McClelland called Mr. Edwards and communicated that ARRIS’s analysis of CommScope’s proposal indicated significant value creation for CommScope that supported a higher valuation of ARRIS shares.

During the period between September 16, 2018 and October 13, 2018, ARRIS senior management engaged in extensive due diligence discussions with CommScope in an effort to improve CommScope’s initial proposal. On September 19, 2018, CommScope submitted diligence requests to ARRIS focused on CPE and Enterprise market trends, intellectual property, business performances, competitive dynamics and operations. On September 20, 2018, ARRIS began to make available to CommScope’s representatives and its advisors certain non-public information regarding ARRIS via a virtual data room. CommScope submitted multiple diligence requests in the following weeks.

On September 26, 2018, tax advisors to ARRIS and CommScope met in Atlanta, Georgia to discuss the tax implications of a possible combination. Based on the meeting and subsequent discussion, CommScope and ARRIS concluded that the combined pro forma non-GAAP tax rate (not calculated under generally accepted accounting principles as applied in the United States (“GAAP”)) would be higher as compared to ARRIS’s current stand-alone non-GAAP tax rate. However, some of the tax attributes ARRIS would contribute in a transaction would help to partially offset that increase.

On September 27, 2018, Sponsor C sent Messrs. McClelland and Potts a list of additional questions regarding ARRIS, which ARRIS responded to in writing on October 3, 2018.

On October 4, 2018, ARRIS senior management and representatives from Evercore met to prepare for an in-person meeting with CommScope. The following day, members of ARRIS senior management, members of CommScope senior management and the companies’ respective financial advisors met to discuss market dynamics, business plans and operations. At the meeting, CommScope reiterated its interest in a transaction with ARRIS, stressing the strategic merits and cultural fit of the two companies. Following that meeting, on October 6, 2018, CommScope submitted follow-up diligence questions, to which ARRIS management responded on October 9, 2018 and communicated its high-level expectations with regard to third and fourth quarter 2018 financial performance, as well as its perspective on the potential impacts of the recently enacted U.S. tariffs on the import of certain products from China, in order to ensure that any revised proposal from CommScope was informed by current business dynamics.

On October 11, 2018, CommScope submitted a revised non-binding written proposal to acquire 100% of the Ordinary Shares at a price of  $31.50 per share in an all-cash transaction. The revised offer price represented a 37.9% premium to ARRIS’s closing market price on October 11, 2018 of  $22.85 per share. In

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accordance with CommScope’s directives, CommScope’s financial advisor indicated to representatives from Evercore that J.P. Morgan had provided CommScope with preliminary financing terms to fund the transaction and that the CommScope board of directors also was considering a potential equity investment by Carlyle in CommScope to fund a portion of the transaction.

The Board held a special meeting on October 13, 2018 to receive an update on the negotiations with CommScope and to consider the revised offer. As part of its review of the revised offer, the Board reviewed with senior management current expectations with respect to third quarter 2018 results, the expected forecast for the fourth quarter and significant macro developments affecting the business, including continued and growing complexity over China trade tariffs, as well as global market declines, which resulted in the share prices of ARRIS and CommScope declining by 13% and 19%, respectively, since September 12, 2018. Representatives from Evercore reviewed its preliminary financial analysis of ARRIS and the proposed transaction. The Board authorized Mr. McClelland to reach back out to Mr. Edwards to seek a higher offer price.

Following the Board meeting, Mr. McClelland called Mr. Edwards, as authorized by the Board, to inform Mr. Edwards that, while the Board was generally supportive of the proposed combination, he felt that unanimous support of the Board would require a higher offer price. After additional discussion, Mr. Edwards agreed to an offer of  $31.75 per ARRIS share in an all cash transaction subject to completion of due diligence, confirmation of financing and the negotiation of a definitive agreement between the parties. Following the call, Mr. McClelland informed the Board of the increase in the offer and that the parties intended to immediately begin negotiations on a definitive agreement at the revised offer price.

On October 14, 2018, CommScope delivered additional due diligence requests to ARRIS, and then, on October 16, 2018, CommScope’s counsel submitted a first draft of the Acquisition Agreement to ARRIS and its counsel. The first draft of the Acquisition Agreement proposed, among other provisions, (a) that all ARRIS RSUs would be assumed by CommScope, (b) a termination fee would be payable by ARRIS in the event of termination of the Acquisition Agreement due to (i) expiration of the Long Stop Termination Date (if a there is a pending alternative acquisition proposal), (ii) failure by ARRIS to obtain the requisite shareholder votes, (iii) failure to obtain the sanctioning order with respect to the Scheme, (iv) breach of the Acquisition Agreement by ARRIS or (v) a change in recommendation by the Board, (c) a termination fee would be payable by CommScope in the event of termination of the Acquisition Agreement due to (i) breach of the Acquisition Agreement by CommScope or (ii) CommScope’s failure to obtain the Financing and (d) that the termination fee payable by CommScope would be two times the amount of the termination fee payable by ARRIS. On October 19, the outside counsels for ARRIS and CommScope began negotiation of the Acquisition Agreement, which continued through the signing of the agreement. These negotiations included the delivery by ARRIS’s counsel of an initial revised draft of the Acquisition Agreement on October 23, 2018 and subsequent conference calls between the parties’ respective counsels on October 30, 2018 and November 4, 2018. The key items under the Acquisition Agreement that were negotiated during this period included the treatment of ARRIS RSUs, the scope of the restrictions on the conduct of ARRIS’s business prior to Closing, the circumstances under which each of ARRIS and CommScope would be required to pay a termination fee in the event of a termination of the Acquisition Agreement and the amount of the respective termination fees.

ARRIS began to post materials responsive to the additional CommScope due diligence requests on October 15, 2018 and continued to respond to the initial and follow-on due diligence requests from that date through the execution of the Acquisition Agreement. In addition, during the week beginning October 19 th , ARRIS management and CommScope management engaged in numerous due diligence calls. The respective advisors of ARRIS and CommScope also attended some of these calls.

In early October 2018, ARRIS was contacted by an investment banker to again discuss a potential meeting with Sponsor E regarding Sponsor E’s potential interest in ARRIS. ARRIS and Sponsor E executed a NDA, and Mr. McClelland met with representatives from Sponsor E in New York City on October 18, 2018. At that meeting Mr. McClelland provided an overview of ARRIS and presented similar financial information as had previously been shared with CommScope, Sponsor C and Sponsor D. No formal indication of interest was provided by Sponsor E.

On October 24, 2018, media outlets published a story regarding a potential transaction between CommScope and ARRIS. As a result of the market rumors, at the request of ARRIS management, a

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representative from Evercore engaged with the UK Takeover Panel to inform them of the negotiations between the parties. The UK Takeover Panel verbally confirmed to a representative from Evercore that they agreed with ARRIS’s position that the UK Takeover Code would not apply to the proposed transaction. A representative from Sponsor B contacted a representative from Evercore regarding the rumored acquisition, but, at the direction of ARRIS management and consistent with customary practice, Evercore informed Sponsor B that they would not comment on the rumor.

On October 29, 2018, the Compensation Committee of the Board (the “Compensation Committee”) met telephonically. The Board previously had delegated to the Compensation Committee administration of ARRIS’s stock incentive plans, including the 2016 Stock Incentive Plan. The Compensation Committee reviewed with Troutman, and the Compensation Committee’s independent compensation consultant, Longnecker & Associates, the terms of the ARRIS stock incentive plans and terms of the outstanding equity awards that would be impacted by the proposed transaction. The Compensation Committee discussed with its advisors various alternatives for treatment of the outstanding equity awards in the proposed transaction, including the pros and cons of such alternatives, as well as potential payments that ARRIS’s senior management might receive if the change in control provisions in their employment agreements were triggered following the acquisition.

Later in the day on October 29, 2018, the Board also met telephonically to receive an update on the potential transaction. Members of senior management discussed the due diligence materials provided to CommScope and the discussions between the parties since the last Board meeting on October 13 th . In addition, members of senior management and representatives of Evercore discussed with the Board the terms of the draft debt commitment papers provided by CommScope for the proposed transaction and the proposed terms of the potential equity investment by Carlyle in CommScope. ARRIS’s outside counsel reviewed with the Board the material terms of the draft Acquisition Agreement, a copy of which was provided to the Board to review in advance of the meeting, discussed the significant open issues between the parties in the draft Acquisition Agreement and reviewed the Irrevocable Undertaking being requested by CommScope from each director. The Chairwoman of the Compensation Committee provided a report on the Compensation Committee meeting held earlier in the day and the Compensation Committee’s recommended treatment for outstanding ARRIS equity awards in the proposed transaction, as well as other compensation and benefit related issues under discussion in the proposed transaction.

From October 29 th through November 7 th , ARRIS management, CommScope management and the companies’ respective legal advisors continued to discuss the due diligence materials provided by ARRIS. ARRIS management, CommScope management and the companies’ respective advisors also continued to negotiate the terms of the Acquisition Agreement and the Irrevocable Undertakings. On November 6, 2018, Mr. McClelland called Mr. Edwards to resolve open issues in the Acquisition Agreement related to the payment of a termination fee or reimbursement of expenses by ARRIS under certain circumstances in the event the Acquisition Agreement was terminated. Mr. Edwards stated that he would consider Mr. McClelland’s proposals to resolve the issues.

On November 6, 2018, a media outlet published a story regarding a potential transaction between ARRIS and CommScope. The story speculated that the offer price would be above $31.00 per share. In response to the story, a representative of Sponsor C contacted a representative from Evercore regarding the rumored acquisition, but the representative from Evercore, at the direction of ARRIS management and consistent with customary practice, informed Sponsor C that they would not comment on the rumor.

On November 7, 2018, the Board held a special meeting in Atlanta, Georgia. Senior management of ARRIS provided an update on the discussions between ARRIS and CommScope since the Board’s meeting on October 29 th , including an update on CommScope’s proposed financing for the proposed transaction, including the equity investment by Carlyle in CommScope. As part of the meeting, representatives from HSF and Troutman reviewed the current terms of the Acquisition Agreement and the Irrevocable Undertakings, specifically noting the changes in the material open issues reviewed with the Board previously. The representatives from HSF also discussed with the Board the statutory duties owed by the directors in connection with approving and entering into the agreement with CommScope, the requirement under the Companies Act for all directors to declare, in advance of voting on the proposed transaction, any interests he or she may have in the proposed transaction, and the prohibition under the Companies Act

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from ARRIS providing certain “financial assistance” in connection with any takeover bid and how that prohibition would be applied to the proposed termination fee and/or reimbursement of expenses payable by ARRIS under the Acquisition Agreement in certain circumstances. At the request of the Board, representatives from Evercore reviewed its financial analysis of ARRIS and the proposed transaction and rendered an oral opinion to the Board, subsequently confirmed in its written opinion dated November 7, 2018, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Evercore’s written opinion, the Per Share Consideration was fair, from a financial point of view, to the holders of Ordinary Shares entitled to receive such Per Share Consideration. In connection with the delivery of the Evercore opinion, representatives of Evercore informed the Board that in the two-year period prior to its engagement by ARRIS on October 20, 2018, Evercore did not provide any investment banking services to CommScope and its affiliates for which Evercore received any compensation. Following lengthy discussion regarding the proposed transaction and related matters, the Board unanimously approved the proposed transaction and entering into the Acquisition Agreement on substantially the terms reviewed at the meeting and recommended that the shareholders approve the Acquisition.

On November 7, 2018, CommScope advised ARRIS that its board of directors had approved the transaction.

Following the ARRIS and CommScope Board approvals, the parties finalized the terms of the Acquisition Agreement, Scheme and related documents and executed the Acquisition Agreement on November 8, 2018. ARRIS and CommScope issued a joint press release announcing the execution of the Acquisition Agreement early on the morning of November 8, 2018.

Recommendation of the ARRIS Board of Directors

All members of the Board, after consulting with ARRIS’s outside legal counsel and financial advisors and after review and consideration of various factors described in the section below entitled “— Reasons for the Acquisition” beginning on page 36 , (i) approved the execution, delivery and performance by ARRIS of the Acquisition Agreement and the Scheme and the consummation of the transactions contemplated thereby, (ii) determined that the proposed Acquisition would promote the success of ARRIS for the benefit of its shareholders as a whole and (iii) directed that the proposals presented in this proxy statement be submitted to ARRIS’s shareholders.

The Board recommends that you vote (i) “FOR” the Court Scheme Proposal; (ii) “FOR” the Articles Amendment Proposal; and (iii) “FOR” the Transaction-Related Compensation Proposal.

When you consider the Board’s recommendation, you should be aware that the directors and executive officers have interests in the Acquisition that may be different from, or in addition to, the interests of shareholders generally. The Board was aware of these interests and considered them when making its recommendation. Certain interests were disclosed to the Board in accordance with the Companies Act and each of those items was approved by the Board, with the interested person abstaining. These interests are described below under “— Interests of the ARRIS Directors and Executive Officers in the Acquisition” beginning on page 47 .

Reasons for the Acquisition

At a meeting duly called and held on November 7, 2018, after careful consideration at this and prior Board meetings, the Board unanimously approved the Acquisition Agreement and the Scheme and determined that the proposed Acquisition would promote the success of ARRIS for the benefit of its shareholders as a whole. The Board also resolved that the Acquisition Agreement and the Scheme be submitted for consideration to ARRIS’s shareholders at the Court Meeting and the General Meeting and to recommend that the shareholders vote to approve each of the proposals presented in this proxy statement.

In reaching its decision, the Board consulted with senior management and its outside financial and legal advisors at various times and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Board believes support its decision:

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the all-cash Per Share Consideration will provide ARRIS shareholders with immediate fair value, in cash, for their Ordinary Shares, while avoiding long-term business risk, and while also providing such shareholders with certainty of value for their Ordinary Shares;

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the Per Share Consideration of  $31.75 per Ordinary Share in cash represents a premium of approximately 40.9% to the closing price of the Ordinary Shares on October 23, 2018, the last trading day prior to the publication of rumors of the Acquisition, and a premium of approximately 27.0% to the 30-trading day volume weighted average share price ending as of that date;

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the Board’s belief that the Acquisition is more favorable to the ARRIS shareholders than the alternatives to the Acquisition, which belief was formed based on the Board’s review, with the assistance of management and advisors, of potential strategic alternatives available to ARRIS;

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the Board’s understanding of the business, operations, financial conditions, earnings and prospects of ARRIS, including the prospects of ARRIS as an independent entity;

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the Board’s belief that ARRIS employees generally will experience greater mobility, skill development and opportunities for advancement, given the larger operational and innovation platform of the combined company following the Acquisition;

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given the complimentary nature of the products and services provided by ARRIS and CommScope, the Board’s belief that the combined company will continue to serve ARRIS customers, and this lack of overlap will decrease the risk that the Acquisition will have a significant impact on communities where ARRIS operates;

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Evercore’s oral opinion delivered to the Board, and subsequently confirmed in its written opinion dated November 7, 2018, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Evercore’s written opinion, the Per Share Consideration was fair, from a financial point of view, to the holders of Ordinary Shares entitled to receive such Per Share Consideration and Evercore’s related financial analyses presented to the Board in connection with the delivery of its oral opinion. You are urged to read Evercore’s written opinion, which is set forth in its entirety in Annex C to this proxy statement, and the discussion of the opinion and Evercore’s analyses in the section of this proxy statement entitled “The Acquisition — Opinion of Financial Advisor” beginning on page 39 ;

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the likelihood that the Acquisition would be completed based on, among other things (not necessarily in order of relative importance):

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the fact that the Acquisition Agreement provides that, in the event of a failure of the Acquisition to be consummated under certain circumstances, CommScope will pay ARRIS a $250 million Reverse Termination Fee, without ARRIS having to establish any damages;

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the receipt of an executed Debt Commitment Letter, Equity Commitment Letter and Investment Agreement from CommScope’s sources of Financing for the Acquisition, the terms thereof and the reputation of the debt and equity financing sources, which, in the reasonable judgment of the Board, increase the likelihood of such Financings being completed;

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the level of effort that CommScope must use under the Acquisition Agreement to obtain the proceeds of the Financing on the terms and conditions described in the Debt Commitment Letter, the Equity Commitment Letter and the Investment Agreement, including using its reasonable best efforts to consummate the Financing or arrange alternative sources of Financing;

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ARRIS’s right to seek specific performance to cause the Acquisition to be consummated under certain circumstances;

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the fact that each of the directors of ARRIS, in their capacity as ARRIS shareholders, have entered into an Irrevocable Undertaking in favor of CommScope agreeing to support the Acquisition;

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•

that the Long Stop Termination Date under the Acquisition Agreement allows for sufficient time to complete the Acquisition; and

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•

the complimentary nature of the products and services provided by both ARRIS and CommScope and the effect this has on required competition filings;

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ARRIS’s ability, under certain circumstances, to terminate the Acquisition Agreement in order to enter into an agreement providing for a Superior Proposal; provided , that , ARRIS may be required to pay a Termination Fee in an amount up to $58 million to CommScope under certain circumstances, and the Board concluded such fee would not have a material impact on ARRIS and was reasonable in the context of comparable transactions and in light of the overall terms of the Acquisition Agreement, including the Per Share Consideration;

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•

ARRIS’s ability, under the Acquisition Agreement, to withhold, withdraw, qualify or modify the Board’s recommendation under certain circumstances, subject to CommScope’s resulting right to terminate the Acquisition Agreement and receive a Termination Fee from ARRIS; and

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•

that none of ARRIS’s prior discussions regarding potential business combination transactions with other interested parties had progressed beyond preliminary stages or resulted in a value better than the Per Share Consideration and publicly reported rumors of a transaction with CommScope did not generate any additional proposals.

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The Board also considered a variety of potentially negative factors in its deliberations concerning the Acquisition, including the following (not in any relative order of importance):

•

the Acquisition would preclude ARRIS’s shareholders from having the opportunity to participate in the future performance of its assets, future earnings growth and future appreciation of the value of Ordinary Shares;

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•

the significant costs involved in connection with entering into the Acquisition Agreement and the Scheme and completing the Acquisition and the substantial time and effort of management required to complete the Acquisition and related disruptions to the operation of ARRIS’s business;

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the restrictions on the conduct of ARRIS’s business prior to the completion of the Acquisition, which, subject to specific exceptions, could delay or prevent it from undertaking business opportunities that may arise or any other actions it would otherwise take with respect to its operations absent the pending completion of the Acquisition;

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•

the announcement and pendency of the Acquisition, or failure to complete the Acquisition, may cause substantial harm to relationships with ARRIS’s employees, vendors and customers;

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the possibility that the $58 million or $29 million, as applicable, Termination Fee payable by ARRIS upon the termination of the Acquisition Agreement under certain circumstances could discourage other potential acquirers from making a competing bid to acquire ARRIS;

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that, while ARRIS expects that the Acquisition will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the Acquisition will be satisfied, and, as a result, the Acquisition may not be consummated;

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that an all-cash transaction would be taxable to ARRIS shareholders that are U.S. holders for U.S. federal income tax purposes and may be taxable to ARRIS shareholders that are UK shareholders;

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•

the risk that the Financing for the consummation of the Acquisition might not be obtained; and

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•

that ARRIS’s directors and executive officers have interests in the Acquisition that are different from, or in addition to, those of ARRIS’s shareholders.

​

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In view of the variety of factors considered in connection with its evaluation of the Acquisition, the Board did not find it practicable to, and

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did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

Opinion of Financial Advisor

ARRIS retained Evercore to act as its financial advisor in connection with the Acquisition. As part of this engagement, ARRIS requested that Evercore evaluate whether the Per Share Consideration is fair, from a financial point of view, to the holders of Ordinary Shares entitled to receive such Per Share Consideration. At a meeting of the Board on November 7, 2018, Evercore rendered an oral opinion to the Board, subsequently confirmed in its written opinion dated November 7, 2018, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Evercore’s written opinion, the Per Share Consideration was fair, from a financial point of view, to the holders of Ordinary Shares entitled to receive such Per Share Consideration.

The full text of Evercore’s written opinion dated November 7, 2018 is attached as Annex C and is incorporated by reference in its entirety into this proxy statement. Evercore’s opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion. You are encouraged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was directed to the Board and addresses only the fairness from a financial point of view of the Per Share Consideration to the holders of Ordinary Shares entitled to receive such Per Share Consideration, as of the date of the opinion, and not any other aspects of the Per Share Consideration or the Acquisition. The summary of the Evercore opinion set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Evercore, among other things:

•

reviewed certain publicly-available business and financial information relating to ARRIS that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

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reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to ARRIS prepared and furnished to Evercore by management of ARRIS;

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•

reviewed certain non-public projected financial and operating data relating to ARRIS under alternative business assumptions prepared and furnished to Evercore by management of ARRIS, including the Management Projections (defined below under “— Certain Financial Projections” beginning on page 45 );

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discussed the past and current operations, financial projections and current financial condition of ARRIS with management of ARRIS (including their views on the risks and uncertainties of achieving such projections);

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•

reviewed the reported prices and the historical trading activity of the Ordinary Shares;

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•

compared the financial performance of ARRIS and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

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•

reviewed a draft of the Acquisition Agreement, dated November 6, 2018, which Evercore assumed was in substantially final form and from which Evercore assumed the final form would not vary in any respect material to its analysis; and

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•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

​

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. With respect to the projected financial data relating to ARRIS

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referred to above, Evercore assumed that they were reasonably prepared and that the Management Projections reflected the best currently available estimates and good faith judgments of management of ARRIS as to the future financial performance of ARRIS under the business assumptions reflected therein. Evercore expressed no view as to any projected financial data relating to ARRIS or the assumptions on which they were based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Acquisition Agreement would be true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Acquisition Agreement and that all conditions to the consummation of the Acquisition will be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Acquisition would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on ARRIS or the consummation of the Acquisition or materially reduce the benefits to the holders of the Ordinary Shares of the Acquisition.

Evercore did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of ARRIS, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of ARRIS under any state, federal or non-U.S. laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion necessarily was based upon information made available to Evercore as of the date of the opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of the opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of the Ordinary Shares, from a financial point of view, of the Per Share Consideration. Evercore did not express any view on, and its opinion does not address, the fairness of the proposed Acquisition to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of ARRIS, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of ARRIS, or any class of such persons, whether relative to the Per Share Consideration or otherwise. Evercore assumed that any modification to the structure of the Acquisition will not vary in any respect material to its analysis.

Evercore’s opinion did not address the relative merits of the Acquisition as compared to other business or financial strategies that might be available to ARRIS, nor did it address the underlying business decision of ARRIS to engage in the Acquisition. Evercore’s opinion did not constitute a recommendation to the Board or to any other persons in respect of the Acquisition, including as to how any holder of the Ordinary Shares should vote or act in respect of the Acquisition. Evercore expressed no opinion as to the price at which the Ordinary Shares will trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by ARRIS and its other advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Material Financial Analyses

The following is a brief summary of the material financial analyses that were reviewed with the Board on November 7, 2018. The summary of Evercore’s financial analyses described below is not a complete description of the analyses underlying its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

In arriving at its opinion, Evercore did not draw, in isolation, conclusions from or with regard to any factor or analysis considered by it. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Evercore’s opinion.

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For purposes of its analyses and reviews, Evercore considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of ARRIS. No company used in Evercore’s analyses and reviews as a comparison is identical to ARRIS, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Evercore’s analyses and reviews. The estimates contained in Evercore’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Evercore’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Evercore’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Evercore’s analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 1, 2018 and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

As part of its analysis, Evercore performed a discounted cash flow analysis, which is a method used to estimate the implied present value of an asset by calculating the present value of the estimated future cash flows to be generated by that asset. The present value of those future cash flows is then obtained by discounting those future cash flows or amounts by a discount rate.

Evercore’s discounted cash flow analysis was intended to estimate the implied present value, as of October 31, 2018, of  (1) the unlevered, after-tax free cash flows that ARRIS would generate during the period from October 31, 2018 through December 31, 2021, plus (2) the estimated terminal value of ARRIS as of December 31, 2021, using the perpetuity growth methodology. Evercore conducted its discounted cash flow analysis based on the Management Projections.

Under the perpetuity growth methodology, Evercore estimated a terminal value for ARRIS by applying a perpetuity growth rate of negative 0.5% to positive 1.5%, which Evercore selected based on its professional judgment and experience, to the estimated unlevered free cash flow for the 12-month period ended December 31, 2021. The cash flows and terminal value were then discounted to present value using a range of discount rates from 10.0% to 11.0% based on an estimate of ARRIS’s weighted average cost of capital. Evercore estimated ARRIS’s weighted average cost of capital based on application of the capital asset pricing model, details regarding the capitalization of ARRIS and the companies included in the selected publicly-traded companies analysis and its professional judgment given the nature of ARRIS’s business and its industry. The resulting range of implied enterprise values for ARRIS was then reduced by the amount of ARRIS’s estimated net debt (calculated by ARRIS management as debt less cash and cash equivalents) as of October 31, 2018 and the amount of ARRIS’s noncontrolling interests (provided by ARRIS management as the noncontrolling interest balance as of October 31, 2018), to produce a range of implied equity values for ARRIS. This analysis indicated implied equity values per Ordinary Share for ARRIS as of October 31, 2018 of approximately $28.24 to $39.38.

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Selected Publicly Traded Companies Analysis

Evercore reviewed publicly available financial and market information for ARRIS and the selected public companies listed in the table below, which were the companies Evercore deemed most relevant to consider in relation to ARRIS, based on Evercore’s professional judgment and experience.

Evercore reviewed the total enterprise value (“TEV”) of the selected public companies (based on market capitalizations as of November 1, 2018 and balance sheet inputs as of each such companies’ most recent public filings that disclosed balance sheet inputs) as a multiple of estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the next 12-month period, or the ratio of TEV over EBITDA (the “TEV/EBITDA Ratio”). Evercore also reviewed the market capitalizations of the selected public companies as of November 1, 2018 as a multiple of estimated earnings of such companies for the next 12-month period, or the ratio of market capitalization over earnings (the “Market Capitalization/Net Income Ratio”).

Evercore reviewed the historical TEV/EBITDA Ratios and the share prices of ARRIS as a multiple of its estimated earnings per share for the next 12-month period, or the ratio of share price over earnings (the “P/E Ratio”), which Evercore determined to be a proxy for the Market Capitalization/Net Income Ratio based on its professional judgment and experience, based on consensus estimates for the 5-year period prior to October 23, 2018, the last full trading day prior to media leaks regarding the Acquisition.

Evercore reviewed publicly available financial and market information for the selected public companies. Based on Evercore’s professional judgment and experience, Evercore determined that Technicolor S.A. was the most relevant public company to consider in the CPE industry in relation to ARRIS. Other than with respect to TiVo Corporation, Technicolor S.A., Kudelski Group, Harmonic Inc., NetScout Systems, Inc. and Extreme Networks, Inc. (each of which did not have a positive net cash balance as of the date of each such company’s most recent public filing that disclosed balance sheet inputs), the Market Capitalization/Net Income Ratios of the selected public companies were calculated by excluding the impact of after-tax interest income on such companies’ excess cash and excluding net cash from such companies’ market capitalizations. The financial projections of the selected publicly-traded companies used by Evercore for these analyses were based on publicly-available estimates from research analysts. Median, mean, high and low TEV/EBITDA Ratios and Market Capitalization/Net Income Ratios for the selected public companies calculated by industry are set forth in the table below. Based on Evercore’s professional judgment and experience, Evercore determined that the TEV/EBITDA Ratios and/or Market Capitalization/Net Income Ratios of certain of the selected public companies were not meaningful (including the Market Capitalization/Net Income Ratio of Technicolor S.A.) as such companies had minimal or negative profitability and therefore are not incorporated into the calculations in the table below.

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Evercore estimated a reference range of TEV/EBITDA Ratios of 6.5x to 8.5x for the next 12-month period based on its review of the TEV/EBITDA Ratios for the selected public companies for the next 12-month period, the historical TEV/EBITDA Ratios of ARRIS for the 5 year period prior to October 23, 2018, the last full trading day prior to media leaks regarding the Acquisition, and its experience and professional judgment. Evercore applied this range of multiples to Non-GAAP EBITDA (defined below under “— Certain Financial Projections” beginning on page 45 ) for the next 12-month period (“NTM Non-GAAP EBITDA”). Evercore calculated NTM Non-GAAP EBITDA by adding the product of two-thirds multiplied by projected Non-GAAP EBITDA for the fourth quarter of 2018 as provided by ARRIS management and the product of ten-twelfths multiplied by projected Non-GAAP EBITDA for 2019 as set forth in the Management Projections. This analysis indicated implied equity values per Ordinary Share for ARRIS as of October 31, 2018 of approximately $23.05 to $32.80.

Evercore estimated a reference range of Market Capitalization/Net Income Ratios of 9.0x to 11.0x for the next 12-month period based on its review of the Market Capitalization/Net Income Ratios for the selected public companies for the next 12-month period, the historical P/E Ratio of ARRIS for the 5-year period prior to October 23, 2018, the last full trading day prior to media leaks regarding the Acquisition, and its experience and professional judgment. Evercore applied this range of multiples to Adjusted EPS (defined below under “— Certain Financial Projections” beginning on page45 ) for the next 12-month period (“NTM Adjusted EPS”). Evercore calculated NTM Adjusted EPS by adding the product of two-thirds multiplied by projected Adjusted EPS for the fourth quarter of 2018 as provided by ARRIS management and the product of ten-twelfths multiplied by projected Adjusted EPS for 2019 as set forth in the Management Projections. This analysis indicated implied equity values per Ordinary Share for ARRIS as of October 31, 2018 of approximately $31.22 to $38.16.

Other Factors

Evercore also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced for informational purposes, including, among other things, the precedent premia, illustrative leveraged buyout, analysts’ price targets and 52-week trading range analyses described below.

Premiums Paid Analysis

Evercore reviewed and analyzed premiums paid in precedent all-cash transactions in the technology industry with transaction values over $1 billion where the target was based in the U.S. or Europe since January 2008. Based on its professional judgment and premiums in such precedent transactions, Evercore

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applied a reference range of premiums of 20% to 50% to the Ordinary Share price as of October 23, 2018, the last full trading day prior to media leaks regarding the Acquisition, of  $22.54. This analysis indicated implied equity values per Ordinary Share for ARRIS as of October 23, 2018 of approximately $27.05 to $33.81.

Illustrative Leveraged Buyout Analysis

Evercore performed an illustrative leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of ARRIS. Evercore conducted its illustrative leveraged buyout analysis based on financial projections for the fiscal years 2019 to 2021 from the Management Projections and financial projections for the fiscal years 2022 and 2023 extrapolated based on the Management Projections for the prior years. Evercore assumed a transaction Closing date of December 31, 2018. Evercore selected the leverage multiple, financing terms, exit multiple, fees and target internal rate of return based upon the application of its professional judgment and experience.

The following table summarizes Evercore’s analysis, with the implied value per Ordinary Share:

(1)

Financial projections for fiscal years 2019 to 2021 were provided in the Management Projections, and financial projections for fiscal years 2022 and 2023 were extrapolated based on the Management Projections for the prior fiscal years.

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Analyst Price Targets

Evercore reviewed publicly available share price targets of research analysts who reported price targets since the latest earnings release of ARRIS and known to Evercore as of October 23, 2018, the last full trading day prior to media leaks regarding the Acquisition, noting that the low and high Ordinary Share price targets ranged from $22.00 to $38.00 for ARRIS.

52-Week Trading Range

Evercore reviewed historical trading prices of Ordinary Shares during the 52-week period ended October 23, 2018, the last full trading day prior to media leaks regarding the Acquisition, noting that the low and high closing prices during such period ranged from $22.54 to $29.97 for ARRIS.

Miscellaneous

ARRIS entered into an engagement letter with Evercore pursuant to which Evercore would serve as ARRIS’ financial advisor in connection with the exploration of a potential sale of ARRIS. Under the terms of the engagement letter, Evercore is entitled to receive (1) an opinion fee of  $6 million, regardless of the conclusion reached therein, which was earned upon delivery of its fairness opinion and which is fully creditable against any success fee payable and (2) a success fee, currently estimated to total approximately $51 million, which will be paid promptly upon consummation of the Acquisition. In addition, ARRIS has agreed to reimburse Evercore quarterly, and upon consummation of the Acquisition or upon termination of the Acquisition Agreement, for its reasonable expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its affiliates, or any of the members, partners, officers, directors, advisors, representatives, employees, agents, or controlling persons, if any, of Evercore or any such affiliate, against certain liabilities and expenses arising out of Evercore’s engagement, any services performed by Evercore in connection therewith or any transaction contemplated thereby.

Prior to the engagement, Evercore and its affiliates provided financial advisory services to ARRIS and received fees for the rendering of these services, including the reimbursement of expenses, including, during the two-year period prior to the date of Evercore’s fairness opinion, having acted as financial advisor to

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ARRIS for which Evercore received compensation of approximately $250,000. During the two-year period prior to the date of Evercore’s fairness opinion, no material relationship existed between Evercore and its affiliates and CommScope and its affiliates pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. Evercore may provide financial or other services to CommScope and any of its affiliates in the future (but not in connection with the Acquisition or the Financing) and in connection with any such services Evercore may receive compensation.

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of ARRIS, CommScope and their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

The issuance of Evercore’s opinion was approved by an opinion committee of Evercore.

The Board engaged Evercore to act as a financial advisor based on its qualifications, expertise, reputation and knowledge of and its familiarity with ARRIS’s business and affairs and the industry in which ARRIS operates. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Certain Financial Projections

ARRIS does not, as a matter of course, develop or publicly disclose long-term projections or internal projections of its future financial performance, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates, other than the revenue, net income and adjusted net income projections previously provided in its quarterly earnings releases. However, in connection with ARRIS’s evaluation of the possible Acquisition, ARRIS prepared and provided the Board and its advisors, including Evercore, in performing its financial analyses, including the financial analyses summarized under “— Opinion of Financial Advisor” beginning on page 39 , with certain non-public, unaudited, stand-alone financial projections prepared by management and not for public disclosure, which are referred to herein as the Management Projections.

The following table summarizes the Management Projections:

(1)

Operating Expenses refers to selling, general & administrative expense and research & development and excludes amortization of intangible assets, restructuring charges, acquisition, integration and other costs.

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(2)

DOI refers to Gross Margin less Operating Expenses.

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(3)

Non-GAAP EBITDA refers to earnings before interest, taxes, depreciation and amortization of intangible assets; plus equity compensation expense and any other non-GAAP adjustments such as restructuring or impairments.

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(4)

Adjusted EPS refers to GAAP earnings per share plus the per share impact of amortization of intangible assets, equity compensation, other non-GAAP adjustments such as restructuring or impairments (net of tax) and certain other tax adjustments.

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The Management Projections were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available as described above. The Management Projections were not prepared with a view to compliance with GAAP, the published guidelines of the Securities and Exchange Commission (“SEC”) regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Ernst & Young, ARRIS’s independent auditor, has not examined, reviewed, compiled or otherwise applied procedures to, the Management Projections and, accordingly, assumes no responsibility for, and expresses no opinion on, such Management Projections. The Management Projections included in this proxy statement have been prepared by, and are the responsibility of, ARRIS’s management. The Management Projections were prepared solely for internal use of ARRIS and Evercore and are subjective in many respects.

Although a summary of the Management Projections is presented with numerical specificity, such summary reflects numerous variables, assumptions and estimates as to future events made by ARRIS management that ARRIS management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Management Projections not to be achieved are described in the risk factors set forth in Item 1A, Part II, “Risk Factors” of ARRIS’s Quarterly Report on Form 10-Q filed on November 8, 2018. However, these factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Management Projections. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Acquisition. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. Since the Management Projections cover multiple years, that information by its nature becomes less predictive with each successive year. The inclusion of this information should not be regarded as an indication that the Board, ARRIS, Evercore, CommScope (including its Financing sources) or any other recipient of this information considered, or now considers, the Management Projections to be material information of ARRIS or that actual future results will necessarily reflect the Management Projections, and the Management Projections should not be relied upon as such. The summary of the Management Projections is not included in this proxy statement in order to induce any shareholder to vote in favor of the proposals to be voted on at the Court Meeting and the General Meeting or to influence any shareholder to make any investment decision with respect to the Acquisition.

The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements, risk factors and other information regarding ARRIS contained in its public filings with the SEC. See “Where You Can Find Additional Information” beginning on page 88 .

Except to the extent required by applicable federal securities laws, ARRIS does not intend, and expressly disclaims any responsibility, to update or otherwise revise the Management Projections to reflect circumstances existing after the date when ARRIS prepared the Management Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Management Projections are shown to be in error. By including in this proxy statement a summary of certain financial projections, none of ARRIS, any of its representatives or advisors (including Evercore) or CommScope (including its Financing sources) makes any representation to any person regarding the ultimate performance of ARRIS compared to the information contained in such Management Projections and should not be read to do so.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, shareholders are cautioned not to unduly rely on the Management Projections included in this proxy statement.

Certain of the measures included in the Management Projections may be considered non-GAAP financial measures, as noted. Non-GAAP financial measures should not be considered in isolation from, or

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as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by ARRIS may not be comparable to similarly titled amounts used by other companies.

Interests of the ARRIS Directors and Executive Officers in the Acquisition

When considering the recommendation of the Board that you vote “FOR” the Court Scheme Proposal, “FOR” the Articles Amendment Proposal and “FOR” the Transaction-Related Compensation Proposal, you should be aware that certain of the ARRIS directors and executive officers have interests in the Acquisition that may be different from, or in addition to, your interests as a shareholder generally. The members of the Board were aware of these interests in, among other matters, recommending that the ARRIS shareholders approve the Court Scheme Proposal, the Articles Amendment Proposal and the Transaction-Related Compensation Proposal. See the sections entitled “The Acquisition — Background of the Acquisition,” “The Acquisition — Recommendation of ARRIS Board of Directors” and “The Acquisition — Reasons for the Acquisition” beginning on pages 29 , 36 and 36 , respectively.

These interests are described in more detail below, and certain of them, including compensation that may become payable in connection with the Acquisition to ARRIS’s named executive officers, which is the subject of a non-binding, advisory vote of ARRIS shareholders, are quantified in the narrative below. See “Transaction-Related Compensation Proposal” beginning on page 27 . The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur.

Treatment of ARRIS’s Equity-Based Awards in the Acquisition

As of November 15, 2018, there are approximately 9,232,978 outstanding unvested ARRIS RSUs. Of these ARRIS RSUs, (i) approximately 8,146,928 are unvested service-based awards that generally vest in four equal annual installments (subject to differing vesting periods in certain circumstances resulting from acquisitions or other special situations) (“Service-Based RSUs”), (ii) approximately 1,027,550 are performance-based awards that generally vest based upon the performance of the Ordinary Shares relative to the Nasdaq Composite Index over a three-year performance period (“Performance-Based RSUs”) and (iii) approximately 58,500 are unvested service-based awards granted to non-employee directors.

The Acquisition Agreement provides that each ARRIS RSU will either be accelerated and converted into the right to receive the Per Share Consideration (the “Accelerated RSUs”) for each Ordinary Share subject to such Accelerated RSU or be assumed or replaced by CommScope (the “Assumed RSUs”) as described in “The Acquisition Agreement — Treatment of ARRIS’s Equity-Based Awards in the Acquisition” beginning on page 63 . As provided in the Acquisition Agreement, the Accelerated RSUs generally consist of: (i) ARRIS RSUs granted to non-employee directors, (ii) Performance-Based RSUs (which will be deemed to have been satisfied at 100% of target for awards granted in 2016 and 2017 and at 150% of target for awards granted in 2018), (iii) ARRIS RSUs granted to former employees of C-COR, Inc. (which ARRIS acquired in 2008, “C-COR”) and (iv) one half of the other Service-Based RSUs. In addition, the Acquisition Agreement provides that all of the Service-Based RSUs held by two ARRIS executives, Robert Stanzione and David Potts, will be treated as Assumed RSUs (however, CommScope has the option to instead treat such ARRIS RSUs as Accelerated RSUs under the Acquisition Agreement). The Compensation Committee may also consider accelerating a portion of the ARRIS RSUs held by certain of ARRIS’s other executive officers so that such ARRIS RSUs are settled in 2018, in order to (i) reduce the reduction in their awards that would be necessary to avoid the imposition of an excise tax under Section 280G of the Internal Revenue Code (the “Code”) and (ii) preserve certain tax deductions for ARRIS. These accelerated ARRIS RSUs, if any, will only include ARRIS RSUs that would otherwise be considered Accelerated RSUs under the Acquisition Agreement, if not for the early settlement.

Role of the Compensation Committee

The stock incentive plans under which the ARRIS RSUs were issued generally provide that the Compensation Committee of the Board can determine how to treat outstanding awards under certain circumstances, including in the event of a change in control. In considering whether and how to modify outstanding awards, the Compensation Committee was advised by Longnecker & Associates, Inc., who the Compensation Committee previously had determined was independent.

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The Compensation Committee concluded that it would be inequitable to convert Performance-Based RSUs into performance-based restricted stock units of CommScope because of the significant differences between ARRIS and CommScope and how the performance criteria might, or might not, be satisfied, following the Effective Time. The Compensation Committee also considered a range of percentages of target vesting for the Performance-Based RSUs. Ultimately, the Compensation Committee approved (which approval was subsequently confirmed by the Board with respect to Messrs. Stanzione and McClelland) the percentages of target vesting described above and approved the conversion of all Performance-Based RSUs into service-based restricted stock units of CommScope.

In order to assure that the decisions by the Compensation Committee did not impact the Per Share Consideration, the Compensation Committee did not make any decisions with respect to ARRIS RSUs until after the Per Share Consideration had been fully negotiated between ARRIS and CommScope.

Following the Compensation Committee’s approvals as described above, in order to facilitate its Financing and reduce dilution, CommScope requested that a greater portion of the ARRIS RSUs be paid at the Effective Time. This resulted in the decision to accelerate all of the Performance-Based RSUs and other Accelerated RSUs described above and one-half of the Service-Based RSUs as set forth in the Acquisition Agreement.

Assumed RSUs and Accelerated RSUs of the ARRIS Executive Officers and Directors

The table below sets forth the number of ARRIS RSUs that will be considered Accelerated RSUs in the Acquisition that are held by each of ARRIS’s executive officers and directors as of November 15, 2018 and the value of these ARRIS RSUs in the Acquisition, based on the Per Share Consideration.

(1)

The ARRIS RSUs consist of Non-Employee Director RSUs.

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(2)

For Mr. Chiddix, 23,400 of these ARRIS RSUs are already fully vested, but with settlement deferred. The settlement of these ARRIS RSUs will be accelerated at the Effective Time.

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(3)

For Mr. Heller, 10,450 of these ARRIS RSUs are already fully vested, but with settlement deferred. The settlement of these ARRIS RSUs will be accelerated at the Effective Time.

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(4)

For Mr. Kim, 4,200 of these ARRIS RSUs are already fully vested, but with settlement deferred. The settlement of these ARRIS RSUs will be accelerated at the Effective Time.

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(5)

Assumes that all Service-Based RSUs held by Mr. Potts and Mr. Stanzione are treated as Assumed RSUs.

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(6)

For Ms. Toben, 8,000 of these ARRIS RSUs are already fully vested, but with settlement deferred. The settlement of these ARRIS RSUs will be accelerated at the Effective Time.

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(7)

For Ms. Wilson, 13,550 of these ARRIS RSUs are already fully vested, but with settlement deferred. The settlement of these ARRIS RSUs will be accelerated at the Effective Time.

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(8)

For Mr. Woodle, 53,100 of these ARRIS RSUs are already fully vested, but with settlement deferred. The settlement of these ARRIS RSUs will be accelerated at the Effective Time.

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The table below sets forth the number of Service-Based RSUs that are held by each of ARRIS’s executive officers and directors as of November 15, 2018 that will be considered Assumed RSUs in the Acquisition.

(1)

Assumes that all Service-Based RSUs held by Mr. Potts and Mr. Stanzione are treated as Assumed RSUs.

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Existing Employment Arrangements with Executive Officers

ARRIS or one of its wholly-owned subsidiaries has employment agreements with each of its executive officers. These employment agreements provide for enhanced severance benefits in the event that the executive officer’s employment is terminated by ARRIS for any reason other than “cause,” death or disability, or the executive terminates his or her agreement for “good reason,” in each case, within

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twelve months of a change in control (or, in the case of Mr. Stanzione, in the event Mr. Stanzione’s employment is terminated by ARRIS for any reason other than “good cause,” or Mr. Stanzione terminates his agreement because there has been a material diminution in his position after a change of control that exists at any time after six months after the change of control), which we refer to as a “qualifying termination.” However, Mr. McCaffery’s employment agreement does not provide such protections in the event of a change in control and is, therefore, not described below. The Acquisition will constitute a change in control for purposes of each executive’s employment agreement.

The employment agreement for each executive, other than the employment agreements for Messrs. McClelland, Stanzione and Potts, provides that, in the event of a qualifying termination, the executive will be entitled to:

•

a lump sum payment equal to one times his base salary as of the date of termination;

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•

a lump sum payment equal to one times the average annual cash bonus paid to such executive for the two fiscal years immediately preceding the date of termination (and the pro rata portion of any partial year); and

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•

all benefits under ARRIS’s various benefit plans, including group healthcare, dental and life, for a period equal to twelve months from the date of such executive’s termination (except that Messrs. Whalen and Whiting and Ms. Renner may instead receive an amount in cash equal to the cost of providing Messrs. Whalen or Whiting or Ms. Renner, respectively, with such benefits).

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The employment agreement for Mr. McClelland provides that, in the event of a qualifying termination, Mr. McClelland will be entitled to:

•

a lump sum payment equal to two times his base salary as of the date of termination;

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•

a lump sum payment equal to two times the average incentive cash bonus paid to such executive for the two fiscal years immediately preceding the date of termination (and the pro rata portion of any partial year);

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•

for the twenty-four months immediately following Mr. McClelland’s qualifying termination, an amount in cash equal to cost of providing Mr. McClelland with life insurance coverage;

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for the earlier of twenty-four months following Mr. McClelland’s qualifying termination or Mr. McClelland becoming eligible for group medical insurance coverage under another employer’s plan, an amount in cash equal to the excess of  (i) cost to continue participation in any medical plan in which Mr. McClelland and/or his eligible dependents would be entitled under COBRA, over (ii) the amount Mr. McClelland would have had to pay for such coverage if he remained employed by ARRIS; and

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for the twenty-four months immediately following Mr. McClelland’s qualifying termination, an amount in cash equal to cost of providing Mr. McClelland with group disability coverage if he had remained employed by ARRIS.

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The employment agreement for Mr. Stanzione provides that, in the event of a qualifying termination, for a period of three years from the qualifying termination (the “Severance Period”) Mr. Stanzione will be entitled to receive:

•

his base salary on a semi-monthly basis beginning with the first semi-monthly payroll date after the qualifying termination and continuing through the Severance Period in accordance with the ordinary payroll practices of ARRIS;

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a bonus for each fiscal year (and a pro rata amount for each partial fiscal year) in the Severance Period in an amount equal to the annual average of the three highest full-year bonuses received by Mr. Stanzione for the five full fiscal years immediately preceding the qualifying termination (or a pro rata amount of said bonus for any partial fiscal year in the Severance Period), which will be paid after the end of such fiscal year or partial year and within two and one-half  (2 1 ∕ 2 ) months thereafter; and

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•

benefits under any retirement plan, health plan, or other similar executive benefit plan or arrangement generally made available by ARRIS from time to time to its senior executives on a monthly basis through the Severance Period.

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The employment agreement for Mr. Potts provides that, in the event of a qualifying termination, Mr. Potts will be entitled to:

•

a lump sum payment equal to two times his base salary as of the date of termination;

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•

a lump sum payment equal to two times the average annual cash bonus paid to Mr. Potts for the two fiscal years immediately preceding the date of termination (and the pro rata portion of any partial year); and

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•

all benefits under ARRIS’s various benefit plans, including group healthcare, dental and life, for a period equal to twenty-four months from the date of Mr. Potts’s termination.

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The lump sum payments described above are payable as soon as administratively practicable and within 30 days following such executive’s termination, and the benefits to be provided under ARRIS’s various benefit plans will be provided no less frequently than monthly.

The employment agreements for each of Messrs. McClelland, Stanzione and Whalen and Ms. Renner provide that severance benefits payable thereunder are subject to a reduction to the extent necessary to avoid triggering excise taxes under Section 4999 of the Code (a “cutback”). The employment agreement for each of Messrs. Robinson, O’Loughlin, Brennan, Macken and Whiting and Mrs. Brewster provides that the executive is entitled to receive the greater of on an after-tax basis (i) severance benefits payable thereunder or (ii) the severance benefits reduced to avoid the imposition of excise taxes under Section 4999 of the Code (a “modified cutback”). The employment agreement for Mr. Potts provides that if payments owed to him as a result of termination of employment following a change in control would be subject to the excise tax under Section 4999 of the Code, then ARRIS would pay Mr. Potts the amount of such excise tax and any penalties and interest, in addition to any federal or state income taxes, penalties and interest imposed by reason of such payments (a “gross up”).

In addition, pursuant to the terms of the employment agreements, other than the employment agreement for Messrs. McClelland, Whalen, and Whiting, and Ms. Renner, upon a qualifying termination, all of the executive’s outstanding restricted stock grants under the ARRIS Plans, if any, will immediately vest. The employment agreements for Messrs. McClelland, Whalen, and Whiting, and Ms. Renner provide that upon a qualifying termination (and in the case of Mr. Whiting, provided the buyer in the transaction does not assume or provide a substitute award for any of Mr. Whiting’s outstanding equity grants, and all outstanding equity awards are to be terminated and paid), all time-based equity awards will immediately vest, performance-based equity awards will immediately vest with respect to an amount as determined by the Board or the Compensation Committee, and all other equity awards not then vested will be forfeited. In accordance with the grant agreements relating to the ARRIS RSUs, any Assumed RSUs will vest in full if, prior to the first anniversary of the Closing, a participant’s employment is terminated by CommScope without cause, or by particpant for good reason, as such terms are defined in the grant agreements.

As part of each executive officer’s employment agreement, during the executive officer’s employment with ARRIS and for a period of time thereafter (twelve months, except in the case of Messrs. McClelland, Stanzione, Whalen, and Whiting, which period shall be twenty-four months, thirty-six months, eighteen months, and eighteen months, respectively), the executive officer will not (i) perform services which are the same or similar to those he provided to ARRIS and which support any business which competes with the business of ARRIS (except that such requirement does not apply to Mr. Whiting) or (ii) solicit actual or prospective vendors or customers, or employees or independent contractors, of ARRIS. In addition, pursuant to each executive’s employment agreement, other than Mr. Stanzione’s employment agreement, during the executive officer’s employment with ARRIS and thereafter, each executive officer will not disclose any trade secrets of ARRIS. The employment agreements for Messrs. Whalen, Whiting and Renner also prohibit Messrs. Whalen, Whiting and Renner from using any of confidential or proprietary information belonging to ARRIS for any reason not connected to his or her employment with ARRIS during his or her employment and for a period of five years thereafter.

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If any executive officer other than Mr. Stanzione or Mr. Whiting breaches any of the non-competition or non-solicitation restrictions or discloses any trade secrets, ARRIS will be entitled to receive from executive the profits received by executive upon lapse of the restrictions on any grant or restricted stock to the extent such restrictions lapsed, subsequent to six months prior to the termination of executive’s employment. In addition, receipt of benefits by Messrs. McClelland, Whalen, Whiting and Ms. Renner will be conditional on such executive executing and delivering to ARRIS a release in the customary form then being used by ARRIS, which may include non-disparagement and confidentiality agreements, releasing any and all claims against ARRIS with respect to all matters arising out of executive’s employment with ARRIS (subject to certain exceptions) no later than 30 days following executive’s termination of employment. If such executive does not do so, the executive officer will not receive any further payments and, except in the case of Mr. Whiting, the executive officer will repay any payments previously received.

The employment agreements for the executives, other than the employment agreement for Messrs. Whalen and Whiting and Ms. Renner, provide that the non-competition and non-solicitation provisions contained therein are not applicable at any time that ARRIS is in breach of the executive’s employment agreement and following 30 days of being notified of the same, fails to cure such breach. In the event ARRIS cures such breach, the non-competition and non-solicitation provisions shall continue pursuant to their terms as if such breach never occurred.

Named Executive Officer Golden Parachute Compensation

The table below provides information about certain compensation for each ARRIS named executive officer that is based on or otherwise relates to the Acquisition. The amounts in the table were calculated using outstanding equity holdings as of November 15, 2018, and a price per Ordinary Share of  $31.75, which is the Per Share Consideration, and assumes the Acquisition closed on November 15, 2018. The compensation summarized in the table and footnotes below will be the subject of a non-binding, advisory vote of ARRIS’s shareholders, as described above in “Transaction-Related Compensation Proposal” beginning on page 27 . This compensation will be paid whether or not the Transaction-Related Compensation Proposal is approved at the General Meeting.

The amounts in the table are estimates based on multiple assumptions that may not actually occur, including assumptions described in this proxy statement. In addition, certain amounts will vary depending on the actual Effective Time, which is presently expected to occur in the first half of 2019. For purposes of the table below, it is assumed that each named executive officer’s employment is terminated on November 15, 2018, by ARRIS without cause or by the executive officer for good reason following a change in control, as those terms are defined in the named executive officer’s employment agreement with ARRIS. However, it is unknown if any of the named executive officers will incur a termination of employment in connection with the Acquisition. As a result, the actual amounts, if any, to be received by an applicable individual may differ in material respects from the amounts set forth below.

(1)

The cash payment payable to Mr. Stanzione consists of  (i) salary continuation for a period of three years and (ii) a bonus for each fiscal year (pro rata for each partial fiscal year) during the three-year severance period in an amount equal to the average of the highest three full-year bonuses

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received for the five full fiscal years immediately preceding the termination date. The cash payment payable to Messrs. McClelland and Potts consists of a lump sum cash payment equal to (a) two times annual base salary as of the termination date plus (b) two times the average annual cash bonus paid for the two fiscal years immediately preceding the date of termination (and a pro rata portion for any partial year). The cash payment payable to Messrs. O’Loughlin and Robinson consists of a lump sum cash payment equal to (a) one times annual base salary as of the termination date plus (b) one times the average annual cash bonus paid for the two fiscal years immediately preceding the date of termination (and a pro rata portion for any partial year). Each of the named executive officers is entitled to his cash payment only upon a “double trigger” (i.e. qualifying termination within one year, or, in the case of Mr. Stanzione, a qualifying termination following a change in control).

(2)

Amounts in table above represent the value of accelerated equity upon a “double trigger” and includes full vesting and settlement of all outstanding ARRIS RSUs with Performance Based-RSUs granted in 2018 vesting at 150% and all remaining ARRIS RSUs vesting at 100%. The outstanding ARRIS RSUs accelerated for this purpose for Messrs. Stanzione, McClelland, Potts, O’Loughlin and Robinson are 319,861; 381,146; 202,469; 114,122; and 156,213 respectively.

​

The table below sets forth the value of accelerated equity that would accelerate in connection with the Acquisition pursuant to the terms of the Acquisition Agreement, but assuming no subsequent qualifying termination.

Under the terms of the Acquisition Agreement, unvested Performance-Based RSUs will vest and be settled at the Effective Time with awards granted in 2016 and 2017 vesting at 100% and 2018 vesting at 150%. Subject to the following sentence, pursuant to the terms of the Acquisition Agreement, 50% of each Named Executive Officer’s Service-Based RSUs will vest and be settled at the Effective Time with the remaining 50% assumed and converted to CommScope awards, except that all Executive Service-Based RSUs granted to Mr. Potts and Mr. Stanzione will be treated as Assumed RSUs. CommScope may, in its sole discretion, elect to treat any Assumed RSUs, including the Executive Service-Based RSUs, as Accelerated RSUs.

(3)

Mr. Stanzione is entitled, for a three-year period, to benefits under any retirement plan, health plan, or other similar executive benefit plan or arrangement generally made available by ARRIS from time to time to its senior executives. Mr. Potts is entitled to continued benefits for a period of twenty-four (24) months. Mr. Potts’s continued benefits shall consist of all benefits under ARRIS’s various benefit plans, including group healthcare, dental, and life. Messrs. O’Loughlin and Robinson are entitled to all benefits under ARRIS’s various benefit plans, including group healthcare, dental, and life, for a period of twelve (12) months. These continued benefits shall be provided on a monthly basis. Each of the named executive officers is only entitled to his continued benefits upon a “double trigger.” The benefit amounts calculated in this column are based on estimates, and actual amounts may significantly differ.

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(4)

Mr. McClelland is entitled to continued benefits for a period of twenty-four (24) months. Mr. McClelland’s continued benefits shall consist of life insurance and disability coverage as well as company-subsidized COBRA premiums. Mr. McClelland’s continued benefits shall be payable as an amount in cash. Mr. McClelland is only entitled to his continued benefits upon a “double trigger.”

​

Indemnification and Insurance

Pursuant to the terms of the Acquisition Agreement, ARRIS’s current directors and executive officers will be entitled to continuation of their current indemnification and coverage under directors’ and officers’ liability insurance. This indemnification and insurance coverage is further described in “The Acquisition Agreement — Indemnification; Directors’ and Officers’ Insurance” beginning on page 85 .

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Continuing Employees

The Acquisition Agreement provides that, for a period of one year following the Effective Time, each employee of ARRIS and its subsidiaries who continues to be employed by ARRIS, who we refer to as a continuing employee, will receive (i) the same base salary and bonus opportunity as provided immediately prior to the Effective Time and (ii) benefits no less favorable in the aggregate than benefits provided immediately prior to the Effective Time, in each case, subject to certain exceptions; provided, that in the sole discretion of CommScope, from January 1, 2020 until the first anniversary of the Acquisition, such benefits may be replaced with benefits which are substantially comparable in the aggregate to the benefits provided to similarly situated employees of CommScope and its subsidiaries, excluding, in all of the foregoing cases, change of control, sale, retention or similar bonus arrangements, equity, or equity-linked compensation and any compensation or benefits triggered in whole or in part by the consummation of the transactions contemplated by the Acquisition Agreement. See “The Acquisition Agreement — Employee Benefit Matters” beginning on page79 for further discussion of employee benefit matters related to any executive officers who remain as continuing employees.

Other Interests

In addition to the interests described above, in advance of the Board’s approval of the Acquisition, consistent with the Companies Act, (i) Mr. Stanzione disclosed that he is a director of NCTA — The Internet & Television Association, as is Mr. Drendel, the Chairman of CommScope, (ii) Mr. Stanzione disclosed he currently holds a small amount of CommScope common stock (less than 1% of the outstanding shares); (iii) Mr. McClelland disclosed that CommScope has expressed interest to him with respect to the possibility that he would work for the combined company following the Acquisition as a senior officer, although no substantive discussion had taken place as to this possibility at such time, and (iv) Mr. Bryan disclosed that he is the Chief Executive Officer of the National Rural Television Cooperative and that he has held various business discussions with Stephen Gray, a director of CommScope. Each of these items was approved by the Board, with the interested person abstaining.

In connection with the execution and delivery of the Acquisition Agreement, each of the directors of ARRIS has entered into an Irrevocable Undertaking in favor of CommScope agreeing, among other things, to vote his or her Ordinary Shares (or, where the director is a Beneficial Holder, to instruct his or her broker, bank, trust or other nominee to vote his or her Ordinary Shares) in favor of the Court Scheme Proposal and in favor of the Articles Amendment Proposal. See “The Acquisition Agreement —  Irrevocable Undertakings” beginning on page 76 for further discussion.

Financing of the Acquisition

CommScope estimates that the total amount required to complete the Acquisition and the related fees, commissions and expenses will be approximately $8.3 billion. CommScope intends to fund the Acquisition and the related fees, commissions and expenses with a combination of cash on hand, the issuance of equity and new financing. Concurrently with the signing of the Acquisition Agreement, CommScope entered into (i) the Investment Agreement with the Equity Investor and the Equity Commitment Letter with Sponsor and the Equity Investor (with CommScope as an express third party beneficiary thereof) and (ii) the Debt Commitment Letter with the commitment parties named therein. In the Acquisition Agreement, CommScope agrees to use its reasonable best efforts to consummate the Financing and, if any portion of the Financing becomes unavailable, CommScope agrees to use its reasonable best efforts to promptly arrange alternative sources of financing (on terms not materially less favorable to CommScope). There is no financing condition to the Acquisition. However, in the event CommScope is unable to obtain the Financing and, as a result, ARRIS subsequently terminates the Acquisition Agreement, ARRIS shall be entitled to the Reverse Termination Fee as its sole remedy.

Debt Commitment Letter

In connection with the Acquisition Agreement, CommScope and its wholly-owned subsidiary, CommScope, Inc., entered into the Debt Commitment Letter, dated November 8, 2018, with JPMorgan Chase Bank, N.A., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities

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Inc. (together with any additional debt financing sources party to the Debt Commitment Letter, the “Commitment Parties”), pursuant to which the Commitment Parties have agreed to provide a portion of the financing necessary to fund the consideration to be paid pursuant to the terms of the Acquisition Agreement, to repay, redeem, defease or otherwise discharge certain third-party indebtedness of ARRIS and to pay fees and expenses related to the foregoing (the “Debt Financing”).

The Debt Financing is anticipated to consist of the following:

•

a senior secured incremental term loan facility in an aggregate principal amount of up to $5.5 billion plus, to the extent the lenders party to CommScope, Inc.’s existing term loan facility do not consent to certain amendments to such facility to permit the Acquisition and the Financing, an additional amount of term loans that is sufficient to repay and replace in full the aggregate principal amount of term loans outstanding under the existing term loan credit agreement at the Closing of the Acquisition;

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•

an asset-based revolving credit facility in an aggregate principal amount of approximately $750 million; and

​

•

senior unsecured notes yielding up to $1.0 billion in gross cash proceeds (the “Notes”) and/or, to the extent that the issuance of such Notes yields less than $1.0 billion in gross cash proceeds or such cash proceeds are otherwise unavailable to consummate the Acquisition, loans under a senior unsecured bridge loan facility yielding up to $1.0 billion in gross cash proceeds (less the gross cash proceeds received from the Notes and available for use (if any)).

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The funding of the Debt Financing is contingent on the satisfaction or waiver of certain conditions set forth in the Debt Commitment Letter, including, without limitation:

•

execution and delivery of definitive documentation consistent with the Debt Commitment Letter;

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•

the absence of a Company Material Adverse Effect;

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•

the accuracy of certain representations;

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•

consummation of the Acquisition substantially concurrently with the initial borrowing under the credit facilities (without giving effect to any modifications, amendments, consents or waivers to the Acquisition Agreement that, taken together, are material and adverse to the lenders that have not been approved by the Commitment Parties);

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•

the refinancing or repayment of certain existing indebtedness of ARRIS, CommScope and/or their respective subsidiaries substantially concurrent with the initial funding of the applicable credit facilities;

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•

the Commitment Parties’ receipt of  (i) certain historical financial statements of CommScope and its consolidated subsidiaries and ARRIS and its consolidated subsidiaries and (ii) pro forma combined financial statements for CommScope, ARRIS and their respective consolidated subsidiaries;

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•

consummation of the preferred equity financing substantially concurrently with the initial funding of the credit facilities;

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•

the execution of certain guarantees and the creation of security interests;

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•

the receipt of customary closing documents and deliverables, including “know-your-customer” information;

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•

the payment of certain fees and expenses in connection with the debt financing; and

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•

with respect to the unsecured bridge facility, (i) the use of commercially reasonable efforts to prepare a customary preliminary offering memorandum and (ii) affording the Commitment Parties at least 15 consecutive calendar days after the delivery of the preliminary offering memorandum to place the Notes with qualified purchasers thereof.

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The Debt Commitment Letter will terminate on the earliest of five business days after the Long Stop Termination Date, the date that the Acquisition Agreement is terminated, and the date of Closing of the Acquisition with or without the use of the Debt Financing.

This proxy statement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Investment Agreement and Equity Commitment Letter

On November 8, 2018, CommScope entered into the Investment Agreement with the Equity Investor relating to the issuance and sale to Carlyle of 1,000,000 shares of CommScope’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for an aggregate purchase price of  $1.0 billion, or $1,000 per share.

The closing of the transaction contemplated by the Investment Agreement, and the issuance of the Series A Preferred Stock, is conditioned upon the Closing of the Acquisition and the Debt Financing in all material respects in accordance with the terms of the Acquisition Agreement and Debt Commitment Letter, as applicable, and certain other customary closing conditions, including, among others, (i) obtaining clearance under the HSR Act for the transaction contemplated by the Investment Agreement, (ii) obtaining approval from The NASDAQ Stock Market for the listing of any shares of CommScope’s common stock issuable upon conversion of the Series A Preferred Stock, (iii) the absence of a Company Material Adverse Effect and (iv) the accuracy of specified representations and warranties made by CommScope and Carlyle in the Investment Agreement.

The Investment Agreement may be terminated by mutual written consent of CommScope and Carlyle. The Investment Agreement may also be terminated by either CommScope or Carlyle, as applicable, if  (i) the Closing of the Acquisition has not occurred on or prior to the date that is five business days after the Long Stop Termination Date, (ii) any order permanently restraining, enjoining or otherwise prohibiting consummation of the transaction contemplated by the Investment Agreement becomes final and non-appealable or (iii) there has been a breach of any representation, warranty, covenant or agreement made by the other party in the Investment Agreement, which breach or failure to be true would give rise to the failure of the condition to closing under the Investment Agreement relating to the accuracy of the representations and warranties of such party or compliance by such party with its obligations under the Investment Agreement, subject to a cure period.

This proxy statement does not constitute an offer to sell or the solicitation of an offer to buy the Series A Preferred Stock or any other securities and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Series A Preferred Stock will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

On November 8, 2018, CommScope entered into the Equity Commitment Letter with Sponsor and the Equity Investor (with CommScope as an express third party beneficiary thereof). Pursuant to the Equity Commitment Letter, and subject to the terms and conditions thereof, Sponsor has committed to provide the amounts set forth therein to the Equity Investor for the purpose of funding the amounts contemplated by the Investment Agreement.

No Appraisal or Dissenters’ Rights

ARRIS shareholders are not entitled to appraisal or dissenters’ rights in connection with the Acquisition.

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When the Court’s sanction is sought for the Scheme, the Court will consider matters including whether the Scheme has been implemented in accordance with the Companies Act, whether the ARRIS shareholders were fairly represented at the shareholder meetings, whether the majority of the ARRIS shareholders are acting bona fide and not coercing the minority and whether the Scheme is one that a reasonable shareholder would approve. Scheme Shareholders are entitled to attend the Court hearing and make submissions to oppose the Scheme on the basis that the aforementioned requirements have not been satisfied. However, if and when the Court sanctions the Scheme and the Court order is delivered to the Registrar of Companies, all Scheme Shareholders will be bound by the terms of the Scheme.

U.S. Federal Income Tax Consequences of the Acquisition

The following general discussion sets forth the material U.S. federal income tax consequences of the Acquisition to U.S. holders and non-U.S. holders (each as defined below) who receive cash in exchange for Ordinary Shares pursuant to the Acquisition. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Acquisition. This discussion is based upon the Code, the regulations promulgated thereunder and court and administrative rulings and decisions, all as in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations, and any such change or differing interpretation may be applied retroactively, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. There can be no assurance the Internal Revenue Service, referred to as the “IRS,” or a court will not take a contrary position to that discussed below regarding the tax consequences of the Acquisition. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to income tax, such as estate and gift tax laws. This discussion also does not address any tax consequences under the unearned income Medicare contribution tax pursuant to Section 1411 of the Code.

This discussion is limited to holders of Ordinary Shares who hold such shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

•

U.S. expatriates and former citizens or long-term residents of the United States;

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•

persons holding Ordinary Shares that are subject to the alternative minimum tax;

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•

U.S. holders whose functional currency is not the U.S. dollar;

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•

persons holding Ordinary Shares as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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•

banks, thrifts, and other financial institutions;

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•

insurance companies;

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•

brokers or dealers in stocks and securities, or currencies;

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•

traders in securities that elect to apply a mark-to-market method of accounting;

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•

controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax;

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•

S corporations, partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities (and investors therein);

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•

real estate investment trusts, mutual funds and regulated investment companies;

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tax-exempt organizations or governmental organizations;

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persons deemed to sell their Ordinary Shares under the constructive sale provisions of the Code;

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•

persons who own an equity interest, actually or constructively, in CommScope;

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•

persons who hold or received their Ordinary Shares pursuant to the exercise of any employee stock option, through a tax qualified retirement plan or otherwise as compensation; and

​

•

retirement plans, individual retirement accounts and other tax-deferred accounts.

​

If a partnership (including any entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) holds Ordinary Shares, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. If a holder is a partner in a partnership holding Ordinary Shares, the holder should consult its tax advisors.

Tax Consequences to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of Ordinary Shares that for U.S. federal income tax purposes is or is treated as:

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an individual who is a citizen or resident of the United States;

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•

a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust that (1) is subject to the primary supervision of a U.S. court and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) are authorized to control all substantial decisions of the trust, or (2) has a valid election in effect to be treated as a “United States person” for U.S. federal income tax purposes.

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Effect of the Acquisition

The receipt of cash by a U.S. holder in exchange for Ordinary Shares in the Acquisition will be a taxable transaction for U.S. federal income tax purposes. The amount of any gain or loss realized by a U.S. holder who receives cash for Ordinary Shares in the Acquisition generally will equal the difference, if any, between the amount of cash received for such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in a share generally will be equal to the amount the U.S. holder paid for the share. Gain or loss and holding period will be determined separately for each block of Ordinary Shares (that is, Ordinary Shares acquired at the same cost in a single transaction) exchanged for cash in the Acquisition. Any gain or loss realized by a U.S. holder upon the receipt of cash in exchange for an Ordinary Share in the Acquisition generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the effective time of Acquisition. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Tax Consequences to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of Ordinary Shares that is neither a U.S. holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

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Effect of the Acquisition

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for Ordinary Shares in the Acquisition unless:

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the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment maintained by the non-U.S. holder in the United States);

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•

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition of ARRIS Ordinary Shares in the Acquisition, and certain other requirements are met; or

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•

ARRIS is or has been treated as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Acquisition or the period that the non-U.S. holder held Ordinary Shares and the non-U.S. holder held (actually or constructively) more than five percent of Ordinary Shares at any time during such period.

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Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates, generally in the same manner as if such non-U.S. holder were a U.S. holder. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30%, or lower rate specified in an applicable income tax treaty, on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, the determination of whether ARRIS is a USRPHC depends on the fair market value of its United States real property interests relative to the fair market value of its other trade or business assets and its United States and foreign real property interests. ARRIS believes it was not a USRPHC for U.S. federal income tax purposes during the five-year period ending on the date of the Acquisition.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments made in exchange for Ordinary Shares generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding at a rate of 24%. To avoid backup withholding, U.S. holders that do not otherwise establish an exemption should complete and return IRS Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. A non-U.S. holder that provides the applicable withholding agent with an applicable IRS Form W-8, as appropriate, generally will establish an exemption from backup withholding. A holder may find an IRS Form W-9 or an appropriate IRS Form W-8 at the Internal Revenue Service’s website at www.IRS.gov.

Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against a holder’s U.S. federal income tax liability, provided the relevant information is timely furnished to the IRS.

The foregoing discussion of U.S. federal income tax consequences is not intended to constitute a complete description of all tax consequences relating to the Acquisition. The tax consequences of the Acquisition to an ARRIS shareholder will depend upon the facts of the shareholder’s particular situation. Because individual circumstances may differ, ARRIS shareholders are urged to consult with their own tax advisor regarding the applicability of the rules discussed above and the particular tax effects of the Acquisition, including the application of state, local, non-U.S. and non-income tax laws.

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UK Tax Consequences of the Acquisition

The comments set out below summarize the material aspects of the United Kingdom taxation treatment of shareholders who are resident and, in the case of individuals, domiciled for tax purposes in the UK (“UK Shareholders”) and shareholders who are not UK resident or domiciled (“non-UK Shareholders”). They are based on current UK legislation and what is understood to be current HM Revenue and Customs practice, both of which are subject to change, possibly with retrospective effect.

These comments are not intended to be, nor should they be considered to be, legal or tax advice to any particular shareholder. They do not address all of the tax considerations that may be relevant to specific shareholders in light of their particular circumstances or to shareholders subject to special treatment under the laws of England and Wales. They are intended as a general guide and apply only to shareholders who hold their Ordinary Shares as an investment (other than under a personal equity plan or individual savings account or as part of a self-invested personal pension or other pension plan) and who are the absolute beneficial owners of their Ordinary Shares. These comments do not deal with certain types of shareholders such as charities, trusts, dealers in securities, persons holding or acquiring shares in the course of a trade, persons who have or could be treated for tax purposes as having acquired their Ordinary Shares by reason of their employment, collective investment schemes, and insurance companies.

Shareholders are encouraged to consult an appropriate independent professional tax advisor in respect of their tax position.

UK Shareholders — Taxation of Chargeable Gains

UK Shareholders whose Ordinary Shares are transferred pursuant to the Scheme in consideration for the Per Share Consideration will be disposing of them for the purposes of UK taxation of chargeable gains. A disposal of Ordinary Shares by a UK Shareholder may, depending on the UK Shareholder’s circumstances and subject to any available exemptions and reliefs (such as the annual exempt amount for individuals, currently £11,700, and indexation allowance for corporate shareholders), give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains.

If an individual UK Shareholder who is subject to income tax at either the higher or the additional rate becomes liable to UK capital gains tax on the disposal of Ordinary Shares, the applicable rate of such tax will be 20%. For an individual UK Shareholder who is subject to income tax at the basic rate and liable to UK capital gains tax on such disposal, the applicable rate would be 10% (except to the extent that the aggregate of the gain that is subject to tax and the individual’s taxable income for the year exceeds the higher rate income tax threshold, in which case the amount of such excess will be subject to capital gains tax at the rate of 20%). As noted above, the capital gains tax annual exempt amount, if applicable, will result in the first £11,700 of gains being tax free.

A corporate UK Shareholder will generally be subject to corporation tax at the rate of 19% on any chargeable gain realized on its disposal of Ordinary Shares. As noted above, in addition to any other applicable exemptions and reliefs, such a shareholder may be able to claim indexation allowance for the period up to December 31, 2017 (but not thereafter) to reduce the amount of any chargeable gain on disposal (although indexation allowance may not be used to increase the amount of a capital loss).

Non-UK Shareholders — Taxation of Chargeable Gains

An individual non-UK Shareholder that does not conduct any trade, profession or vocation in the UK to which the shares are attributable should not be liable to UK capital gains tax on capital gains realized on the sale of his or her Ordinary Shares pursuant to the Scheme.

A corporation which is a non-UK Shareholder should not be liable for UK corporation tax on chargeable gains realized on the sale of its Ordinary Shares pursuant to the Scheme unless it carries on a trade in the UK through a permanent establishment to which the shares are attributable.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

Any stamp duty and SDRT payable as a result of the transfer of the Ordinary Shares under the Scheme will not be payable by the ARRIS shareholders.

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Regulatory Approvals Required for the Acquisition

General

ARRIS and CommScope have generally agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Acquisition and the other transactions contemplated by the Acquisition Agreement and the Scheme. These approvals include the expiration or termination of the applicable waiting period under the HSR Act and approvals under certain other non-U.S. antitrust laws. Although the parties expect that all required regulatory clearances and approvals will be obtained, ARRIS cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Acquisition, including the requirement to divest assets, or require changes to the terms of the Acquisition Agreement, which CommScope may not agree to do or have an obligation to do.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Acquisition cannot be completed until ARRIS and CommScope each file a notification and report form under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. ARRIS and CommScope filed their respective HSR Act pre-transaction notifications on November 27, 2018 under the HSR Act.

At any time before or after the consummation of the Acquisition, notwithstanding the expiration or termination of the waiting period under the HSR Act, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Acquisition, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Acquisition, and notwithstanding the expiration or termination of the waiting period under the HSR Act, various states with antitrust laws could take such action under any applicable antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Acquisition or seeking divestiture of substantial assets of the parties. In any of such events, CommScope may not agree to take such actions and, under the Acquisition Agreement, need not necessarily take such actions, in which case, the Acquisition may not occur (provided that CommScope may be required to pay the Reverse Termination Fee if such waiting periods are not terminated or expired or other antitrust approvals are not obtained). See “The Acquisition Agreement — Termination;” “The Acquisition Agreement — Termination Fees” beginning on pages 82 and 83 , respectively. Private parties also may seek to take legal action under the antitrust laws under certain circumstances.

While there is no financing condition to the Acquisition, the equity financing arrangement with Carlyle is also subject to the requirements of the HSR Act, and the expiration or termination of the waiting period related to the equity financing arrangement is a condition to the Acquisition (provided that CommScope may be required to pay the Reverse Termination Fee if such waiting period is not terminated or expired). Carlyle filed its HSR Act pre-transaction notifications on [               ], 2018 under the HSR Act.

Non-U.S. Antitrust Matters

The Acquisition also will require filings with and (if applicable) approvals from the European Commission of a merger notification under the E.U. Merger Regulation and under the antitrust laws of Russia, South Africa, Chile and Mexico. The parties expect that relevant pre-transaction notifications or filings will be made with the European Commission and in Russia, South Africa, Chile and Mexico.

Timing of Regulatory Approvals

ARRIS currently anticipates that all regulatory approvals (other than the approval of the Court of the Scheme) will be received in the first half of 2019, although the receipt of approvals and their timing cannot be assured or predicted at this time.

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THE ACQUISITION AGREEMENT

The following describes certain aspects of the Acquisition, including material provisions of the Acquisition Agreement. The following description of the Acquisition Agreement is subject to, and qualified in its entirety by reference to, the Acquisition Agreement and the Scheme, which are attached to this proxy statement as Annex A and Annex B , respectively , and are incorporated by reference in this proxy statement. You are urged to read the Acquisition Agreement and the Scheme carefully and in their entirety, as they are the legal documents governing the Acquisition.

The Acquisition Agreement has been included in this proxy statement to provide you with information regarding the terms of the Acquisition. It is not intended to provide you with any other factual or financial information about ARRIS or CommScope or any of their respective affiliates or businesses. Information about ARRIS and CommScope can be found elsewhere in this proxy statement and in the other filings each of ARRIS and CommScope has made with the SEC, which are available without charge at http://www.sec.gov. See “Where You Can Find Additional Information” beginning on page 88 .

Terms of the Acquisition

CommScope has agreed to acquire all of the issued and to be issued Ordinary Shares (excluding Ordinary Shares held by ARRIS or by CommScope or their subsidiaries) by means of the Scheme. However, under certain circumstances, the parties reserved the right to effect the Acquisition by means of a contractual takeover offer as described in Section 974 of the Companies Act. At the Effective Time, each Ordinary Share then outstanding shall automatically be transferred from ARRIS shareholders to CommScope, and the ARRIS shareholders shall cease to have any rights with respect to their Ordinary Shares, except their right to receive the Per Share Consideration of  $31.75 per Ordinary Share, without interest.

Scheme Effective Time and Closing of the Acquisition

Unless the parties agree otherwise, the completion of the Acquisition will take place on the second business day after all conditions to the completion of the Acquisition have been satisfied or waived. The Acquisition will be effective when an order from the Court sanctioning the Scheme is delivered to the Registrar of Companies.

ARRIS and CommScope currently expect the completion of the Acquisition to occur in the first half of 2019. However, as the Acquisition is subject to regulatory clearances, Court approval and the satisfaction or waiver of other conditions described in the Acquisition Agreement, it is possible that factors outside the control of ARRIS and CommScope could result in the Acquisition being completed at a later time or not at all.

Transfer of Shares and Payment of Per Share Consideration

At the Effective Time, all Ordinary Shares at the Scheme Record Time (excluding Ordinary Shares held by ARRIS or by CommScope or their subsidiaries) shall be automatically transferred to CommScope (or one of its direct or indirect wholly-owned subsidiaries) or a DR Nominee in exchange for the right to receive the Per Share Consideration.

At or prior to the Effective Time, CommScope will deposit with Computershare Trust Company N.A. (the “Paying Agent”) for the benefit of the holders of Scheme Shares whose names appear in the register of members at the Scheme Record Time (the Scheme Shareholders), the cash necessary for the Paying Agent to pay the Per Share Consideration pursuant to the Acquisition Agreement.

The Per Share Consideration to which each Scheme Shareholder is entitled (less any required tax withholdings) will be transferred to each Scheme Shareholder by the Paying Agent from the deposited cash in accordance with the Scheme, pursuant to a customary paying agent agreement to be entered into between CommScope and the Paying Agent. As of the Scheme Record Time, each holding of Ordinary Shares credited to any stock account in DTC will be disabled, and all Ordinary Shares will be removed from DTC in due course.

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ARRIS, CommScope and the Paying Agent may deduct and withhold from the Per Share Consideration and the amounts payable with regard to the ARRIS RSUs and the outstanding warrants to purchase Ordinary Shares, such amounts as so required under applicable tax law. If ARRIS, CommScope or the Paying Agent withholds any such amounts, these amounts will be remitted to the applicable governmental entity and will be treated as having been paid to the ARRIS shareholders (or holder of ARRIS RSUs or warrants, as applicable) from whom they were withheld.

Treatment of ARRIS’s Equity-Based Awards in the Acquisition

Pursuant to the Acquisition Agreement, at the Effective Time, the ARRIS RSUs will either be (i) accelerated and converted into the right to receive cash or (ii) be converted and assumed or replaced by CommScope as described below:

Accelerated RSUs

The following ARRIS RSUs outstanding immediately prior to the Effective Time will be considered “Accelerated RSUs”:

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ARRIS RSUs granted to non-employee directors of ARRIS (“Non-Employee Director RSUs”);

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ARRIS RSUs previously subject to performance-based vesting requirements, the Performance Based RSUs;

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ARRIS RSUs granted to former C-COR employees in connection with ARRIS’s acquisition of C-COR and that are fully vested (“C-COR RSUS”); and

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One-half  (or such higher percentage as determined by CommScope) of the other ARRIS RSUs that are not Non-Employee Director RSUs, Performance-Based RSUs, or C-COR RSUs (the “Accelerated Service-Based RSUs”).

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The Accelerated RSUs shall, at the Effective Time, automatically be cancelled and converted into the right to receive cash equal to the product of  $31.75 multiplied by the number of Ordinary Shares subject to such Accelerated RSUs, less applicable taxes required to be withheld. For purposes of the foregoing, each Performance-Based RSU that is outstanding immediately prior to the Effective Time will be deemed to have satisfied its performance-based vesting conditions, (i) at the target level with respect to Performance-Based RSUs issued prior to 2018, and (ii) at a level that results in performance vesting at 150% of the target level with respect to Performance-Based RSUs issued in 2018. Any Performance-Based RSUs that would not vest based on those performance-based vesting requirements shall be cancelled as of the Effective Time without payment and shall have no further force or effect.

The Compensation Committee may also consider accelerating a portion of the ARRIS RSUs held by certain of ARRIS’s executive officers so that such ARRIS RSUs are settled in 2018, in order to (i) reduce the reduction in their awards that would be necessary to avoid the imposition of an excise tax under Section 280G of the Code and (ii) preserve certain tax deductions for ARRIS. These accelerated ARRIS RSUs, if any, will only include ARRIS RSUs that would otherwise be considered Accelerated RSUs under the Acquisition Agreement, if not for the early settlement. See “The Acquisition — Interests of ARRIS Directors and Executive Officers in the Acquisition;” “The Acquisition Agreement — Treatment of ARRIS’s Equity Based Awards in the Acquisition” beginning on pages 47 and 63 , respectively.

Assumed RSUs

The ARRIS RSUs outstanding immediately prior to the Effective Time that are not Accelerated RSUs, the Assumed RSUs, will remain outstanding and shall, automatically at the Effective Time, be converted and assumed or replaced by CommScope in accordance with the terms and conditions of the applicable stock plan or award agreement evidencing such ARRIS RSUs, which will include any service-based vesting conditions and other relevant payment terms and conditions, but each Assumed RSU will be denominated and settled in shares of CommScope common stock, and the number of shares of CommScope common stock subject to an Assumed RSU will equal the product of  (i) the number of Ordinary Shares subject to

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the Assumed RSU immediately prior to the Effective Time, multiplied by (ii) the quotient obtained by dividing (x) $31.75 by (y) the volume weighted average price per share of CommScope common stock over the twenty trading days on the NASDAQ exchange immediately preceding the Effective Time.

However, if any Assumed RSU constitutes a cash-based award entitling the grantee thereof to cash payments equal to the value of an established number of Ordinary Shares upon the settlement thereof at vesting in lieu of Ordinary Shares (a “Phantom RSU”), then such Phantom RSU will not be converted into the right to receive CommScope common stock, but will instead be converted into the right to receive a cash payment equal to the product of  (i) the closing price of CommScope common stock on such settlement date (or the immediately prior trading day, if the settlement date is not a trading day), multiplied by (ii) the number of shares of CommScope common stock into which such Phantom RSUs would have otherwise been converted. Phantom RSUs shall otherwise be converted and treated as an Assumed RSU, including continuing to be subject the terms and conditions of the applicable stock plan and award agreement evidencing such Phantom RSU, including any service-based vesting conditions and other relevant payment terms and conditions.

Notwithstanding the foregoing description, all ARRIS RSUs outstanding immediately prior to the Effective Time and granted to David Potts and Robert Stanzione that are not Non-Employee Director RSUs, Performance-Based RSUs or C-COR RSUs (the “Executive Service Based RSUs”) will, at the Effective Time, be treated as Assumed RSUs, though CommScope may, in its sole discretion, elect to treat all Executive Service Based RSUs as Accelerated RSUs.

As noted above, CommScope may, in its sole discretion, elect to treat more than one-half of the Service-Based RSUs that were not granted to David Potts or Robert Stanzione as Accelerated RSUs, in which case they would be fully vested and payable and settled in cash as described above under the heading “Accelerated RSUs.”

ARRIS Employee Stock Purchase Plan

ARRIS has agreed to take all actions with respect to ARRIS’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”) reasonably necessary to ensure that the current option period thereunder scheduled to end on April 30, 2019 (the “Final Option Period”) ends on the earlier of  (i) April 30, 2019, or (ii) on a date prior to, but as close as is practicable to, the date of Closing. ARRIS also has agreed to take all actions with respect to the ESPP reasonably necessary to provide that (i) no new option period under the ESPP commences, (ii) no individual participating in, or eligible to participate in, the ESPP will be permitted to increase the rate of the participant’s payroll deductions thereunder or to commence new contributions or to make other non-payroll contributions to the ESPP and (iii) the ESPP and all outstanding rights thereunder as of immediately prior to the Effective Time shall terminate at or prior to the Effective Time.

Treatment of Warrants in the Acquisition

With respect to each warrant to purchase Ordinary Shares that is outstanding, vested, exercisable and unexercised as of immediately prior to the Effective Time, ARRIS has agreed to use its commercially reasonable efforts to obtain documentation to ensure that such warrant shall automatically be cancelled and converted at the Effective Time into the right to receive an amount in cash, without interest, equal to the product of  (i) the excess, if any, of  $31.75 over each exercise price per Ordinary Share under such warrant, multiplied by (ii) the number of Ordinary Shares subject to such warrant with such exercise price.

In the absence of documentation providing for such automatic conversion, ARRIS agreed to provide certain required notices to the holders thereof, and the holders of the warrants would have the right to receive the applicable Per Share Consideration upon the valid exercise of such warrants.

Director Resignations

ARRIS agreed to use its reasonable best efforts to obtain and deliver to CommScope at Closing evidence reasonably satisfactory to CommScope of the resignation, effective as of the Effective Time, of those directors of ARRIS or subsidiaries of ARRIS designated by CommScope to ARRIS in writing at least five business days prior to the Closing.

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Amendment of Articles of Association

The Acquisition Agreement provides that the ARRIS articles of association shall be amended in connection with Acquisition, subject to shareholder approval, as described in “Articles Amendment Proposal” beginning on page 24 .

Representations and Warranties

The Acquisition Agreement contains customary representations and warranties of ARRIS with respect to its authority, business and customary representations and warranties of CommScope with respect to its authority, solvency and financing commitments. The representations and warranties in the Acquisition Agreement do not survive the Effective Time.

ARRIS has made representations and warranties to CommScope regarding, among other things:

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corporate matters, including qualification, due organization, equity interest in subsidiaries and capitalization;

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authority relative to execution and delivery of the Acquisition Agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the Acquisition;

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governmental filing requirements;

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SEC filings and financial statements contained in those filings;

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internal controls and disclosure controls and procedures;

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the absence of certain changes or events;

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litigation and undisclosed liabilities;

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employee benefit plans;

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compliance with applicable laws and permits;

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takeover statutes;

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environmental laws and regulations;

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tax matters;

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employment and labor matters;

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intellectual property;

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insurance;

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real properties;

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material contracts;

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finders or brokers;

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personal properties;

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product liabilities and recalls;

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data security and privacy protections;

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compliance with anti-bribery laws; and

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export controls and sanctions.

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CommScope has made representations and warranties to ARRIS regarding, among other things:

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corporate matters, including qualification and due organization ;

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•

authority relative to execution and delivery of the Acquisition Agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the transaction;

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governmental filing requirements;

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the absence of litigation;

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validity and enforceability of the commitment letters and the Investment Agreement;

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sufficiency of funds;

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the absence of any breach or default under the commitment letters or Investment Agreement;

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the absence of contingencies related to the funding of the financing other than as set forth in the Debt Commitment Letter, the Equity Commitment Letter or the Investment Agreement;

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finders or brokers;

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solvency of CommScope; and

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absence of certain agreements with shareholders or compensation or employment arrangements.

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Certain of the representations and warranties in the Acquisition Agreement are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Acquisition Agreement, a “Company Material Adverse Effect” means a change, circumstance, development, event, effect or occurrence that, individually or in the aggregate, has or would reasonably be expected to (i) have a material adverse effect on the financial condition, assets (including intangible assets and rights), operations, cash flows, liabilities, business or results of operations of ARRIS and its subsidiaries taken as a whole or (ii) prevent or materially delay or materially impede the ability of ARRIS to consummate the Acquisition. In determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur with respect to ARRIS, for purposes of clause (i) only, the parties will disregard effects resulting from:

1.

(A) changes generally affecting the economy, credit, capital or financial markets or political conditions in the United States or elsewhere in the world, including changes in interest and exchange rates, (B) changes that are the result of acts of war (whether or not declared), armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), armed hostilities, sabotage or terrorism or (C) epidemics, pandemics, earthquakes, hurricanes, tornados or other natural disasters;

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2.

general conditions in the industries in which ARRIS and its subsidiaries operate;

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3.

changes or effects from the announcement or pendency of the Acquisition Agreement (including any litigation arising from allegations of any breach of fiduciary duty or violation of applicable law relating to the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, the disclosure thereof or the solicitation of proxies);

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4.

future changes or prospective changes in any law or GAAP or interpretation or enforcement thereof;

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5.

any failure by ARRIS to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period; provided , that the exception in this clause shall not prevent or otherwise affect a determination that any effect(s) underlying such failure has resulted in, or contributed to, a material adverse effect;

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6.

a decline in the price or trading volume of the Ordinary Shares on the NASDAQ Global Select Market; provided , that the exception in this clause shall not prevent or otherwise affect a determination that any effect(s) underlying such decline has resulted in, or contributed to, a material adverse effect; and

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7.

any change or announcement of a potential change in the credit rating of ARRIS or any of its subsidiaries; provided , that the exception in this clause shall not prevent or otherwise affect a determination that any effect(s) underlying such failure has resulted in, or contributed to, a material adverse effect.

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However, the exceptions laid out in clauses (1), (2) and (4), may be considered in determining whether a Company Material Adverse Effect has or would reasonably be expected to occur to the extent disproportionately affecting ARRIS and its subsidiaries, taken as a whole, compared to other companies operating in the industries in which ARRIS and its subsidiaries operate.

The representations, warranties and covenants of ARRIS contained in the Acquisition Agreement have been made solely for the benefit of CommScope and the representations, warranties and covenants of CommScope have been made solely for the benefit of ARRIS. In addition, such representations, warranties and covenants have been qualified by ARRIS’s Exchange Act disclosures and by specifically confidential disclosures made to CommScope in the disclosure letter delivered in connection with the Acquisition Agreement. Such representations and warranties are made only as of the date of the Acquisition Agreement or such other date as is specified in the Acquisition Agreement and were included in the Acquisition Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Acquisition Agreement is included with this proxy statement only to provide investors with information regarding the terms of the Acquisition Agreement, and not to provide investors with any other factual information regarding ARRIS and CommScope or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of ARRIS, CommScope or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Acquisition Agreement, which subsequent information may or may not be fully reflected in ARRIS’s or CommScope’s public disclosures. The Acquisition Agreement should not be read alone but should instead be read in conjunction with the other information regarding ARRIS and CommScope that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that each party files with the Securities and Exchange Commission. See “Where You Can Find Additional Information” beginning on page 88 .

Conduct of Business Pending the Acquisition

ARRIS has undertaken customary covenants that place restrictions on it and its subsidiaries until the Effective Time or, if earlier, the Acquisition Agreement terminates. ARRIS has agreed to operate its business only in the ordinary course of business consistent with past practice and in compliance with all applicable laws and has agreed to use reasonable efforts to preserve intact its material business organizations and maintain in all material respects existing relations and goodwill with governmental entities, suppliers, employees and business associates.

ARRIS has also agreed that, with certain exceptions as may be required by law, by the Acquisition Agreement, as contemplated by the Scheme, or as set forth in disclosure schedules to the Acquisition Agreement, and except with CommScope’s prior written consent, ARRIS will not, and will not permit any of its respective subsidiaries to, among other things, undertake the following actions:

•

amend its applicable governing documents;

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•

merge, enter into any scheme of arrangement or bid conduct agreement or other similar arrangement, or consolidate with any other person or restructure, reorganize or completely or partially liquidate ARRIS or any of its subsidiaries;

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•

acquire any corporation, partnership or other business organization or any assets constituting a division or business line of any person or any equity interests of any person or enter into any joint venture or similar arrangement;

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•

issue, sell, pledge or otherwise encumber or subject to any lien (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), dispose of, grant, transfer, or authorize the issuance, sale, pledge, encumbrance or subjecting to any lien, disposition, grant or transfer of any shares of capital stock (other than (A) the issuance

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of Ordinary Shares upon the vesting of outstanding ARRIS RSUs (and dividend equivalents thereon, if applicable), (B) the issuance of Ordinary Shares pursuant to the ESPP, (C) in connection with the outstanding warrants, or (D) the issuance or transfer of common stock or other equity interests by a wholly-owned subsidiary of ARRIS to ARRIS or another wholly-owned subsidiary in the ordinary course of business and in a manner that would not have any material tax consequences);

•

make or forgive any loans, advances or capital contributions to or investments in any person (other than to any wholly-owned subsidiary of ARRIS in the ordinary course of business and in a manner that would not have any material tax consequences) other than extending trade credit to customers and advancing business expenses to employees, in each case, in the ordinary course of business consistent with past practice;

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•

declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its shares or other equity interests (except for cash dividends paid by any wholly-owned subsidiary of ARRIS or to any other wholly-owned subsidiary in the ordinary course of business consistent with past practice) or enter into any agreement with respect to the voting of its capital stock or other equity interests;

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•

reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock (other than the acquisition of any Ordinary Shares tendered by current or former employees or directors in order to pay taxes in connection with the vesting of ARRIS RSUs);

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•

incur any indebtedness or guarantee such indebtedness of another person (except with respect to obligations of wholly-owned subsidiaries of ARRIS in the ordinary course of business and in a manner that would not have any material tax consequences), or issue or sell any debt securities or warrants or other rights to acquire any debt security of ARRIS or any of its subsidiaries, except for (A) indebtedness for borrowed money under ARRIS’s existing revolving credit facility, (B) loans or advances to wholly-owned subsidiaries and (C) other indebtedness in an amount not to exceed an aggregate principal amount of  $15 million;

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•

authorize or make any capital expenditures in excess of  $40 million in the aggregate, except for (A) expenditures set forth in the disclosure schedules to the Acquisition Agreement or (B) expenditures made in response to any emergency, whether caused by war, terrorism, weather events, public health events, outages, operational incidents or otherwise;

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•

make any material changes with respect to any method of tax or financial accounting policies or procedures, except as required by changes in GAAP or law or by a governmental entity;

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•

except with respect to any litigation, audit, claim, action or other proceeding related to tax returns or tax liability, settle or compromise any litigation, audit, claim, action or other proceedings against ARRIS or any of its subsidiaries other than settlements or compromises of any litigation, audit, claim, action or other proceedings where (A) the amount paid in settlement or compromise does not exceed $25 million individually or $100 million in the aggregate (including for such purpose a reasonable estimate of anticipated royalties or similar obligations) or (B) the amount paid in settlement does not exceed the amount reserved against such matter in ARRIS’s most recent financial statements and, in each case, such settlement or compromise does not include any criminal liability, material injunctive relief or obligation to be performed by ARRIS or any of its subsidiaries other than the payment of money damages;

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•

other than in the ordinary course of business or to the extent required by law, make any material tax election, file any material amended income tax return, settle or compromise any material amount of tax liability, enter into any closing agreement with respect to any material amount of tax or surrender any right to claim a refund for a material amount of tax;

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•

transfer, sell, lease, license, mortgage, pledge or otherwise encumber or subject to a lien (other than a lien permitted under the Acquisition Agreement), surrender, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any assets, product lines or businesses, with a value

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in excess of  $50 million in the aggregate, except for (A) sales and non-exclusive licenses of products and services in the ordinary course of business, (B) any abandonment of intellectual property in the ordinary course of business, (C) dispositions of obsolete or worthless assets, (D) non-renewal of any lease of real property that has expired by its terms or the termination of a lease of real property that is not a material lease and (E) transfers among ARRIS and its wholly-owned subsidiaries in the ordinary course of business;

•

(A) grant, increase or provide any retention, change of control, severance or termination payments or benefits to any director, consultant or employee, except, in the case of employees who are not executive officers of ARRIS, in the ordinary course of business consistent with past practice or as required by pre-existing arrangements, (B) increase in any manner the compensation, bonus or benefits of, or make, grant or amend in any respect any equity awards (including changing the vesting criteria thereof) to, or grant or increase any bonuses to, any director, consultant or employee, except (1) in the case of employees or consultants who are not executive officers of ARRIS, in the ordinary course of business consistent with past practice or as is not material in the aggregate and (2) in the case of employees who are executive officers of ARRIS, increases in base salary in connection with ARRIS’s usual and customary annual review in 2019, so long as any such increases are consistent with past practice, (C) except as required by law or as required by agreements, plans, programs or arrangements already in effect, establish, adopt, terminate or amend any material Benefit Plan (as defined in the Acquisition Agreement) (other than routine changes to welfare plans or the Pension Plan (as defined in the Acquisition Agreement) made in the ordinary course of business consistent with past practice) or accelerate the vesting or payment of any compensation or equity or funding of any Benefit Plan (except (x) as required in connection with the termination of the Pension Plan or (y) pursuant to the terms thereof as currently in effect), (D) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or (E) except as required by law, establish, adopt, enter into or amend any collective bargaining agreement, labor union, plan, trust, fund, policy or arrangement for the benefit of any current or former directors, consultants, officers or employees or any of their beneficiaries; provided , however , that notwithstanding anything to the contrary in the foregoing clauses (A)-(E), ARRIS shall not, and shall not permit any subsidiary, without the prior written consent of CommScope, to issue any new ARRIS RSUs (including Phantom RSUs), options, stock appreciation rights, performance units, restricted shares (or equity) or other equity-based or equity-related awards;

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•

grant a license of any material intellectual property other than in the ordinary course of business consistent with past practice;

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•

allow any lapse or abandonment of any material intellectual property, or any registration or grant thereof, or any application related thereto to which, or under which, ARRIS or any subsidiary has any ownership interest, excluding any such lapse or abandonment made by ARRIS or any subsidiary thereof in the exercise of its reasonable business judgment;

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•

enter into any transaction with any affiliate of ARRIS (other than any of its subsidiaries in the ordinary course of business and in a manner that would not have any material tax consequences) or named executive officer of ARRIS (or any immediate family member or affiliate of the foregoing) providing for payments by or to ARRIS or any subsidiary thereof in excess of $120,000, other than the agreements expressly contemplated by the Acquisition Agreement;

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•

enter into any contract that would require payment to or give rise to any rights (other than notice) to such other party or parties in connection with the transactions contemplated by the Acquisition Agreement;

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•

institute any general layoff of employees, implement any early retirement plan or announce the planning of such a program that would constitute a “mass layoff” or “plant closing” (as defined under the Worker Adjustment and Retraining Notification Act of 1988 and similar state and local laws);

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•

implement any broad-based early retirement plan or announce the planning of such a program;

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•

enter into any new line of business outside of its existing business or renew or enter into any non-compete or exclusivity agreement that would restrict or limit, in any material respect, the operations of ARRIS or any of its subsidiaries;

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•

(A) other than new contracts with customers or suppliers in the ordinary course of business consistent with past practice, enter into any contract that would have been a Material Contract (as defined in the Acquisition Agreement) had it been entered into prior to the Acquisition Agreement or (B) other than in the ordinary course of business consistent with past practice or expirations of any such contract in the ordinary course of business consistent with past practice in accordance with the terms of such contract, amend, modify, supplement, waive, terminate, assign, convey, subject to a lien or otherwise transfer, in whole or in part, rights or interest pursuant to or in any Material Contract;

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•

other than renewals in the ordinary course of business, amend, modify, terminate, cancel or let lapse a material insurance policy (or reinsurance policy) or self-insurance program, unless simultaneous with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing or self-insurance programs, in each case, providing coverage equal to or greater than the coverage under the terminated, canceled or lapsed policies for substantially similar premiums, as applicable, are in full force and effect;

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•

not exercise any rights under Section 5 or Section 6 of ARRIS’s articles of association or otherwise adopt or implement any “poison pill” or other shareholder rights plan (or otherwise issue any Rights (as defined in ARRIS’s current articles of association) or similar interests or rights); or

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•

agree, authorize or commit to do any of the foregoing.

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Financing

CommScope agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to obtain the Financing described below:

•

debt financing for the Acquisition on the terms and conditions contained in the Debt Commitment Letter and the related fee letter; and

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•

equity financing for the Acquisition on the terms and conditions contained in the Investment Agreement and the Equity Commitment Letter.

​

Under the Acquisition Agreement, reasonable best efforts of CommScope with respect to the Financing includes using reasonable best efforts with regard to:

•

maintaining in effect the financing commitments set forth in the Debt Commitment Letter, the related fee letter, the Equity Commitment Letter and the Investment Agreement and complying with all of its obligations thereunder;

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•

negotiating, entering into and delivering definitive agreements with respect to the debt financing reflecting terms and conditions no less favorable to CommScope than those contained in the Debt Commitment Letter so that such agreements are in effect no later than Closing; and

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•

satisfying, or causing the satisfaction of  (or, if deemed advisable by CommScope, obtaining a waiver of), as promptly as practicable and on a timely basis, all conditions to the financing and the definitive agreements related thereto that are within the control of CommScope.

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With respect to the equity financing, CommScope agreed to use its reasonable best efforts to make all required notices and filings and obtain all required approvals (or expiration of waiting periods) with respect to the equity financing or the other transactions contemplated by the equity financing under certain antitrust laws as soon as practicable and in any event by or before the Long Stop Termination Date. However, CommScope and its affiliates are not required to divest any assets or grant any other concessions in connection therewith. If all conditions to the obligations of CommScope have been satisfied or waived

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under the Acquisition Agreement, CommScope agreed to use its reasonable best efforts to cause the funding of the full amount of the Financing required to consummate the transactions contemplated by the Acquisition Agreement at the Closing and agreed to enforce its rights under the Financing commitments.

CommScope has agreed, upon ARRIS’s reasonable request, to keep ARRIS reasonably informed of all material developments concerning the efforts to obtain the Financing and to satisfy the conditions thereof, including giving ARRIS prompt notice of any material adverse change with respect to the Financing. Without limiting the foregoing, CommScope agreed to notify ARRIS promptly if at any time prior to the Closing:

•

any financing commitment expires or is terminated, withdrawn, repudiated or rescinded in any material respect;

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•

CommScope becomes aware of any actual material breach or default by any party to the Financing commitments or any definitive document related to the Financing of any material provisions of the Financing commitments or any definitive document related to the Financing;

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•

CommScope receives any written notice or other formal, bona fide communication from any person with respect to any (A) actual or threatened breach, default, termination, withdrawal, repudiation or rescission by any party to the Financing commitments or any definitive document related to the Financing of any material provisions of the Financing commitments or any definitive document related to the Financing or (B) material dispute or disagreement between or among any parties to the Financing commitments with respect to the obligation to fund the Financing or the amount of the Financing to be funded at the Closing; or

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•

for any reason CommScope no longer believes in good faith that it will be able to obtain all or any portion of the Financing on the terms and conditions contemplated by the Financing commitments or the definitive documents related to the Financing;

​

provided, that CommScope will not be required to disclose any information that is subject to attorney-client or similar privilege if CommScope uses its reasonable best efforts to disclose such information in a way that would not waive such privilege.

Prior to the Closing, CommScope may not amend, modify, supplement, replace or agree to any waiver under the Financing commitments without ARRIS’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) if such amendment, modification, supplement, replacement or waiver to be made to any provision of or remedy under the Financing commitments would:

•

reduce the aggregate amount of the Financing below an amount sufficient to satisfy the payment obligations of CommScope under the Acquisition Agreement (unless replaced with new debt or equity financing or CommScope has sufficient other available sources of cash);

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•

impose new or additional conditions to the Financing or otherwise expand, amend or modify any of the conditions to the Financing in a manner materially adverse to the interests of ARRIS; or

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•

otherwise expand, amend, modify or waive any provision of the Financing commitments in a manner that in any such case could reasonably be expected to (i) delay or prevent the funding of all or any portion of the Financing (or satisfaction of the conditions to the Financing) at Closing, (ii) delay or impair the availability of the Financing at Closing or impede the satisfaction of the conditions to obtaining the Financing at Closing, (iii) adversely impact the ability of CommScope to enforce its rights against the Financing sources or any other parties to the financing commitments or the definitive agreements with respect thereto or (iv) adversely affect the ability of CommScope to timely consummate the Acquisition.

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Under the Acquisition Agreement, ARRIS has agreed to use its reasonable best efforts, and cause its representatives to use their reasonable best efforts, to cooperate with CommScope as reasonably requested by CommScope in connection with the arrangement of the debt financing at CommScope’s sole cost and expense. This cooperation will include using reasonable best efforts to:

•

make appropriate officers reasonably available for participation in meetings, presentations, due diligence sessions, road shows, lender meetings, ratings agencies sessions and meetings with Financing sources and investors or other customary syndication activities;

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•

furnish CommScope agreed upon financial information and other financial information as reasonably requested by CommScope;

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•

assist with preparation of customary materials to be used in connection with the arrangement of the debt financing, including confidential information memoranda, private placement memoranda, offering memoranda, road show materials, credit agreements and other documents used in customary marketing and syndication efforts;

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provide all information reasonably requested by CommScope and the debt financing sources regarding customary know-your-customer information;

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•

assist in the preparation of, and executing and delivering, security and pledge documents and other financing documents as may be reasonably requested by CommScope, though no liens or security interests shall attach or otherwise become effective prior to the Closing;

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•

provide all relevant information with respect to the collateral and providing access to CommScope and any debt financing sources to allow them to conduct audit examinations and appraisals with respect to such collateral and to facilitate the creation, perfection and enforcement of liens securing the financing and otherwise facilitating the pledging of collateral owned by ARRIS and its subsidiaries as reasonably requested by CommScope;

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•

assist with the preparation of, and execute and deliver, customary closing certificates and customary legal opinions;

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•

provide a customary certificate of ARRIS, executed by the individual who is the chief financial officer or an officer serving the equivalent function of ARRIS, with respect to (A) solvency matters and (B) certain financial information in the offering documents not otherwise covered by the required “comfort” letters;

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provide requested authorization letters to the debt financing sources (including with respect to the absence of material non-public information in the public side version of documents distributed to prospective lenders and a “10b-5” representation);

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•

take all reasonable actions as may be required or reasonably requested by CommScope in connection with the repayment of all indebtedness of ARRIS and its subsidiaries (including any hedging arrangements) and the release of related liens, including providing customary pay-off letters;

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issue customary management representation letters as necessary to obtain the requisite “comfort” letters and to cause its independent auditors to assist and cooperate with CommScope in connection with the debt financing, including by (A) providing consent to offering memoranda that include or incorporate ARRIS’s consolidated financial information and its reports thereon, customary auditors reports and customary “comfort” letters, (B) providing reasonable assistance in the preparation of pro forma financial statements and (C) attending accounting due diligence sessions;

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•

establish bank and other accounts and blocked account agreements and lock-box arrangements to the extent necessary in connection with the debt financing;

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•

take all corporate actions, subject to the occurrence of the Closing, reasonably requested by CommScope that are necessary or customary to permit the consummation of the debt financing, including with respect to issuances of any securities, and to permit the proceeds thereof to be made available at the Closing to consummate the Acquisition;

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•

cooperating with the due diligence requests, to the extent customary and reasonable, in connection with the debt financing; and

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•

take all actions reasonably requested by CommScope to satisfy all conditions applicable to CommScope set forth in the Financing commitments.

​

However, subject to limited exceptions, the Acquisition Agreement does not require ARRIS to cooperate with respect to the Financing to the extent that it would:

•

require ARRIS to pay any commitment or other fees or reimburse any expenses prior to the Closing in connection with the Financing;

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•

unreasonably interfere with the ongoing business or operations of ARRIS or its subsidiaries;

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require ARRIS to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing;

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require ARRIS or any subsidiary or any of their respective boards of directors (or equivalent bodies) to approve or authorize the financing if such approval or authorization is effective prior to the Closing;

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require any action that would conflict with or violate the organizational documents of ARRIS or any applicable laws or orders or the contracts governing the existing indebtedness of ARRIS;

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•

cause any representation or warranty or covenant in the Acquisition Agreement to be breached by ARRIS;

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cause any director, officer, employee or shareholder of ARRIS to take any action that could reasonably be expected to result in personal liability to such director, officer, employee or shareholder;

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provide access to or disclose information that would jeopardize any attorney-client privilege of ARRIS (provided that ARRIS shall provide such information that does not violate such privilege and notify CommScope as to the nature and, to the extent possible without violating such privilege, substance of the information being covered by such privilege); or

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prepare separate financial statements for any subsidiary or change any fiscal period or prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice.

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Under the Acquisition Agreement, CommScope has agreed to reimburse ARRIS for all of its fees and expenses (including fees and expenses of counsel and accountants) reasonably incurred by ARRIS and any of its subsidiaries in connection with any cooperation contemplated in connection with the Financing and to indemnify and hold harmless ARRIS, its subsidiaries and its and their representatives against any losses incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith (other than information related to ARRIS provided by or on behalf of ARRIS for use in connection with any Financing offering documents, and except to the extent such amounts result from the bad faith, gross negligence, willful misconduct or material breach of the Acquisition Agreement).

Existing Indebtedness

ARRIS has agreed to cooperate with CommScope and take all actions reasonably necessary to effect at the Closing (A) the prepayment or discharge of any obligations owed by ARRIS and any affiliate pursuant to (i) ARRIS’s current credit facility and any related loan document and (ii) to the extent requested by CommScope, any interest rate or currency swaps or other hedging agreements, and (B) the termination of all liens on ARRIS’s or its affiliates’ assets or properties securing their obligations owed under the terms of

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the current credit facility and any related loan document (and, if applicable, any interest rate or currency swaps or other hedging agreements requested by CommScope to be terminated). At the Effective Time, CommScope shall provide or shall cause to be provided the funds to effect such prepayment, which may be obtained from the proceeds from the Financing.

Solicitation of Acquisition Proposals; Change of Recommendation

As of the date of the Acquisition Agreement, ARRIS was required to immediately cease any discussions or negotiations with any persons that may have been ongoing with respect to any acquisition proposals. In addition, until the Effective Time or, if earlier, the termination of the Acquisition Agreement, ARRIS may not:

•

initiate, solicit or knowingly encourage any inquiries or the making or announcement of any proposal or offer that constitutes an acquisition proposal or is reasonably likely to lead to any acquisition proposal;

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engage in or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data concerning ARRIS or its subsidiaries to any person relating to or for purposes of facilitating, any acquisition proposal;

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enter into any agreement or agreement in principle with respect to any acquisition proposal (other than a confidentiality agreement); or

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•

otherwise knowingly facilitate any effort or attempt to make an acquisition proposal.

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However, if ARRIS receives a written acquisition proposal from any person that did not result from a material breach of its obligations under the Acquisition Agreement, ARRIS may:

•

contact such person to clarify the terms and conditions of such proposal;

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•

engage in discussions or negotiations with such person, and provide non-public information concerning ARRIS subject to an acceptable confidentiality agreement (provided that ARRIS promptly makes available to CommScope any material non-public information concerning ARRIS provided to such person if not previously made available to CommScope), if the Board, prior to taking any such actions, (x) determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with the Board’s statutory or fiduciary duties under applicable law and (y) determines in good faith (after consultation with outside legal counsel and a financial advisor) that such acquisition proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal; and

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•

authorize, approve, adopt, recommend or otherwise declare advisable an acquisition proposal, if the Board determines in good faith (after consultation with outside legal counsel and a financial advisor) that such acquisition proposal is a Superior Proposal and the failure to take such action would be inconsistent with the Board’s statutory or fiduciary duties under applicable law.

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Except as permitted by the terms of the Acquisition Agreement as described below, ARRIS has agreed in the Acquisition Agreement that the Board will not: (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to do so) in a manner adverse to CommScope, the Board’s recommendation to approve the proposals in this proxy statement, or approve or recommend (or publicly propose or resolve to do so) another acquisition proposal; or (ii) cause or permit ARRIS to enter into any alternative acquisition agreement relating to an acquisition proposal.

Notwithstanding the foregoing, at any time before the Effective Time, ARRIS may terminate the Acquisition Agreement and enter into an alternative acquisition agreement with respect to a Superior Proposal, so long as ARRIS complies with certain terms of the Acquisition Agreement, including, in the case of termination, paying a Termination Fee to CommScope. See “— Termination Fees” below. In addition, if at any time prior to the Effective Time there is an Intervening Event (defined below) or ARRIS receives a Superior Proposal, the Board may effect a change of its recommendation on the Acquisition or terminate the Acquisition Agreement if it believes in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable law so long as

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ARRIS complies with certain terms of the Acquisition Agreement, including, in the case of termination, paying a Termination Fee to CommScope. See “— Termination Fees” below. However, prior to effecting a change of recommendation in connection with a Superior Proposal, an Intervening Event or terminating the Acquisition Agreement in connection therewith:

•

ARRIS must notify CommScope at least 72 hours in advance of its intention to effect a change of recommendation or to terminate the Acquisition Agreement;

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in respect of a Superior Proposal, ARRIS must notify CommScope of the identity of the person making such Superior Proposal and the material terms of such Superior Proposal and attach the most current version of such agreement;

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•

in respect of an Intervening Event, ARRIS must notify CommScope that an Intervening Event has occurred, the details of such Intervening Event and basis upon which the Board believes such an effect constitutes an Intervening Event giving rise to termination or change of recommendation rights;

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•

after providing such notice and prior to taking any such action, ARRIS must negotiate in good faith with CommScope (to the extent CommScope desires to negotiate) during such 72-hour period to make revisions in the terms of the Acquisition Agreement as would permit the Board not to make a change of recommendation or terminate the Acquisition Agreement; and

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•

the Board must have considered in good faith any changes to the Acquisition Agreement and the commitment letters (or related Financings) in a manner that would form a contract if accepted by ARRIS and shall have determined in good faith, after consultation with its outside counsel, that failure to effect such a change of recommendation or terminate the Acquisition Agreement, would still be inconsistent with the Board’s statutory or fiduciary duties under applicable law, and, with respect to a Superior Proposal, must have determined in good faith that the Superior Proposal would still constitute a Superior Proposal if such changes were given effect.

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Nothing in the Acquisition Agreement prevents ARRIS from complying with its disclosure obligations under any applicable law with regard to an acquisition proposal, including taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or making any similar communication to its shareholders. However, any statements made by the Board pursuant to Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act shall be subject to the terms and conditions of the Acquisition Agreement and any such disclosure (other than a “stop, look and listen” communication pursuant to Rule 14d9-f under the Exchange Act) shall be deemed a change of recommendation unless the Board expressly reaffirms its recommendation to the ARRIS shareholders in favor of the approval of the Acquisition in such disclosure and expressly rejects any applicable acquisition proposal.

For purposes of the Acquisition Agreement, an “acquisition proposal” means (i) any proposal, offer, inquiry or indication of interest with respect to a scheme, merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination or similar transaction involving ARRIS or any of its subsidiaries or (ii) any acquisition by any person or group of persons (as defined under Section 13 of the Exchange Act), resulting in, or any proposal, offer, inquiry or indication of interest that if consummated (including by tender offer, share exchange or in any other manner) would result in, any person or group of persons (as defined under Section 13 of the Exchange Act) becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, more than 20% of all outstanding equity securities of ARRIS (by vote or value), or more than 20% of the consolidated net revenues, net income or total assets (the percentage of total assets will be calculated by fair value) of ARRIS and its subsidiaries, in each case, other than the transactions contemplated by the Acquisition Agreement.

For purposes of the Acquisition Agreement, a “Superior Proposal” is an acquisition proposal (with the percentages set forth in the definition of such term changed from 20% to 50%) not solicited in violation of the Acquisition Agreement that the Board has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial, regulatory, timing

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and other aspects of the proposal (including the financing thereof) and the person making the proposal, and if consummated, would result in a transaction more likely to promote the success of ARRIS for the benefit of its shareholders as a whole than the transaction contemplated by the Acquisition Agreement.

For purposes of the Acquisition Agreement, an “Intervening Event” is any effect that was not known or reasonably foreseeable to the Board as of or prior to November 8, 2018 (or if known, the consequences of which were not known or reasonably expected to occur), which effect becomes known to or reasonably foreseeable by (or the consequences of which become known to, or reasonably expected to occur by) the Board after the execution of the Acquisition Agreement; provided , however , that in no event shall (A) the receipt, existence or terms of an acquisition proposal or any matter relating thereto or consequence thereof constitute an Intervening Event or (B) (1) any changes in the market price or trading volume of the shares of ARRIS or (2) ARRIS meeting, failing to meet or exceeding published or unpublished revenue or earnings projections, in each case in and of itself, constitute an Intervening Event (it being understood that with respect to clause (B) the facts or occurrences giving rise or contributing to such change or event may be taken into account when determining an Intervening Event to the extent otherwise satisfying this definition).

Shareholder Approval

ARRIS has agreed to prepare and file with the SEC this proxy statement relating to the Court Meeting and the General Meeting (together, the “Shareholders Meetings”). If ARRIS determines it is required to file any document other than this proxy statement with the SEC, then ARRIS will promptly prepare and file such other required filing with the SEC.

ARRIS agreed to take all lawful and reasonable action necessary to convene the meetings of shareholders as promptly as reasonably practicable after the date of mailing of this proxy statement to consider and vote upon approval of the Court Scheme Proposal, the Articles Amendment Proposal and the Transaction-Related Compensation Proposal. However, ARRIS may postpone or adjourn the Court Meeting or the General Meeting (or either one of them) (a) with the consent of CommScope; (b) for the absence of a quorum, but only for a reasonable amount of time to obtain a quorum, (c) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which (i) is ordered by the Court or (ii) the Board has determined in good faith after consultation with outside counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by ARRIS shareholders prior to such meetings, (d) to allow reasonable additional time to solicit additional proxies; (e) if required by law or the Court or (f) if, within five business days prior to any scheduled meeting date, the Board determines in good faith, after consultation with outside legal counsel, that the Shareholders Meetings should be postponed, adjourned or re-convened in order for the directors to comply with their statutory or fiduciary duties under applicable law, but any postponement, adjournment or re-convening occurring under the circumstances described in this clause (f) shall in no event be longer than ten business days (or, if shorter, 14 calendar days) after the date of the previously scheduled meetings.

Irrevocable Undertakings

In connection with the execution and delivery of the Acquisition Agreement, each of the ARRIS directors entered into an Irrevocable Undertaking in favor of CommScope to vote his or her Ordinary Shares in favor of the resolutions to be proposed at the Court Meeting, the General Meeting and any other meeting of the holders of any class of ARRIS’s shares of which the applicable director is a member to consider or approve the Scheme (or, if the Acquisition is implemented by way of contractual takeover offer as described in Section 974 of the Companies Act, to accept or procure acceptance of that takeover offer) in respect of each of his or her own entire beneficial holdings of Ordinary Shares (the “Director Irrevocable Undertakings”), representing, in the aggregate, approximately [    ]% of the issued and outstanding Ordinary Shares on the Beneficial Holder Record Date.

The Director Irrevocable Undertakings will terminate (i) if CommScope confirms to ARRIS in writing that it does not intend to proceed with the Acquisition; (ii) the Acquisition Agreement is validly terminated in accordance with its terms; (iii) the Acquisition is not completed by the Long Stop Termination Date or (iv) any other offer (including by way of scheme of arrangement of ARRIS) for all of the issued share capital of ARRIS is made which is declared wholly unconditional or otherwise becomes effective.

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Scheme

The Acquisition will be effected by means of the Scheme. For a summary of the Scheme, please refer to “Court Scheme Proposal” beginning on page 22 , and for the full terms of the Scheme, please refer to the Scheme attached as Annex B to this proxy statement.

ARRIS and CommScope have agreed to implement the Scheme in accordance with the terms of the Acquisition Agreement, subject to the parties’ ability to agree to consummate the transactions contemplated by the Acquisition as a contractual takeover offer as described in Section 974 of the Companies Act under certain circumstances. ARRIS has, for the purposes of implementing the Scheme, instructed a senior barrister from Erskine Chambers and has agreed to provide CommScope a summary of any advice given by such barrister to the extent that: (i) such advice is material to the implementation of the Scheme; and (ii) the disclosure of such advice could not reasonably be expected to be prejudicial to ARRIS or to any of its directors, officers, employees or members or to result in the loss of any applicable privilege.

As long as CommScope has cooperated with ARRIS with respect to the filing of the proxy statement and the submission of the Scheme, as soon as reasonably practicable, ARRIS shall (i) prepare any document required to be prepared in connection with the Scheme for the purposes of the Court Meeting or the hearing with the Court to sanction the Scheme (the “Court Documentation”) and (ii) take all other actions reasonably necessary to call, convene, hold and conduct the Shareholders Meetings and, subject to obtaining the required votes from shareholders and the satisfaction or waiver of the conditions to the Closing, otherwise take all actions reasonably necessary to seek the sanction of the Court to the Scheme.

CommScope agreed to (A) prior to the hearing at which the Court sanctions the Scheme, prepare and deliver to the senior barrister from Erskine Chambers an undertaking from CommScope to the Court that, subject to the satisfaction or waiver of the conditions to Closing set forth in the Acquisition Agreement, it will be bound by the terms of the Scheme applicable to it and (B) subject to the satisfaction or waiver of the conditions to Closing set forth in the Acquisition Agreement, appear by counsel at the Court sanction hearing to be bound by, and undertake to be bound by, the terms of the Scheme. ARRIS agreed to give such undertakings as are required by the Court in connection with the Scheme. ARRIS and CommScope agreed to take all such reasonable steps as are within their power to ensure that such documents that they are responsible for are finalized in sufficient time to permit application to the Court by ARRIS to be made for leave to convene the Court Meeting and for such documents to be mailed, though the parties agree that ARRIS will not proceed with or hold the hearing at which the Court sanctions the Scheme until following the time as all of the conditions set forth in the Acquisition Agreement are satisfied.

ARRIS agreed to notify CommScope of any matter of which it becomes aware that would reasonably be expected to delay or prevent the filing of the Court Documentation. Each party agreed to offer and afford all reasonable cooperation, information and assistance as may be reasonably requested by the other party in respect of the preparation of any document required for the implementation of the Scheme. CommScope agreed to accept (and procure that its directors accept) responsibility for all the information in the Scheme documents provided in this proxy statement relating to themselves, CommScope and statements of opinion or expectation of CommScope in relation to the Acquisition.

Filings; Other Actions; Notification

ARRIS and CommScope agreed to cooperate with each other and use reasonable best efforts to ensure all things reasonably necessary, proper or advisable to consummate the Acquisition and the other transactions contemplated by the Acquisition Agreement as soon as practicable and in any event before the Long Stop Termination Date, including effecting the regulatory filings described under “The Acquisition —  Regulatory Approvals Required for the Acquisition” beginning on page 61 and to obtain as promptly as practicable the expiration or termination of any applicable waiting period, and to obtain all necessary actions, non-actions, waivers, consents, registrations, approvals, permits and authorizations that may be required, necessary or advisable to be obtained from any third party or any governmental entity with respect to such filings in order to consummate the Acquisition.

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ARRIS and CommScope have agreed, subject to certain exceptions and applicable law, to:

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furnish the other, upon request, with all information as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of CommScope, ARRIS or their respective affiliates in connection with the Acquisition;

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keep the other reasonably apprised of the status of matters relating to completion of the Acquisition;

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not permit any of its officers or any other representatives to participate in any meeting with any governmental entity in respect of any inquiry with respect to the Acquisition unless it consults with the other party in advance and, to the extent permitted by that governmental entity, gives the other party the opportunity to attend and participate;

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provide any information, documents or filing or any supplementary information, document or filings reasonably requested or required by any governmental entity with jurisdiction over any applicable antitrust laws (a “governmental antitrust entity”), as promptly as practicable;

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cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry or proceeding, judicial or administrative, by a governmental antitrust entity with respect to the Acquisition;

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use reasonable best efforts to avoid the entry or enactment of any injunction that would restrain, prevent, enjoin, prohibit or materially delay the consummation of the Acquisition; and

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contest, resist, defend and resolve any lawsuit or other legal proceeding challenging the Acquisition Agreement or the consummation of the Acquisition, and, if any injunction is issued or becomes reasonably foreseeable that would make consummation of the Acquisition in accordance with the terms of the Acquisition Agreement unlawful or that would restrain, prevent, enjoin, prohibit or materially delay consummation of the Acquisition, use reasonable best efforts to take all steps necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, so as to permit the consummation of the Acquisition on a schedule as close as possible to that contemplated by the Acquisition Agreement.

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Notwithstanding the above, CommScope will not be required to divest any of its assets or businesses or agree to do so, and CommScope will not be required to permit ARRIS to sell or divest any of its assets or businesses, alter its business or make other material concessions to obtain any approvals, in each case, except in connection with requirements under antitrust laws, and, even then, CommScope does not have to divest assets or businesses of it or ARRIS, license, hold separate or enter into similar arrangements with respect to CommScope’s respective assets or the assets of ARRIS or conduct of business arrangements or terminate any existing relationships, contractual rights or obligations, if such actions, individually or in the aggregate, would or would reasonably be expected to (1) result in any material limitation, restriction or prohibition on the ability of CommScope to acquire, hold or exercise full rights of ownership (including with respect to voting) of ARRIS, its subsidiaries or their respective assets as contemplated pursuant to the Acquisition Agreement, (2) result in a material reduction in the reasonably anticipated benefits (financial or otherwise) to CommScope of the Acquisition or (3) materially diminish the commercial value of, or result in an impact that is materially adverse to, the assets, business, results of operation or condition (financial or otherwise) of, either ARRIS or CommScope. Any of the effects in (1) through (3) is referred to as a “Burdensome Condition.” In addition, CommScope generally has authority to direct and control the strategy of making antitrust and competition filings and seeking the requisite approvals.

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Employee Benefit Matters

With respect to ARRIS employees, CommScope has agreed that, after the completion of the Acquisition, it will:

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during the one year following the Acquisition, provide all employees of ARRIS or any of its wholly-owned subsidiaries, while employed by ARRIS or any of its subsidiaries, with (i) the same base salary or hourly wage rates and annual target bonus opportunity as provided immediately prior to the Effective Time, and (ii) benefits no less favorable in the aggregate to the benefits provided to the employees immediately prior to the Effective Time; provided, that, in the sole discretion of CommScope, from January 1, 2020 until the first anniversary of the Acquisition, such benefits may be replaced with benefits which are substantially comparable in the aggregate to the benefits provided to similarly situated employees of CommScope and its subsidiaries, in all cases of clauses (i) and (ii), excluding change of control, sale, retention or similar bonus arrangements, equity, or equity-linked compensation and any compensation or benefits triggered in whole or in part by the consummation of the transactions contemplated by the Acquisition Agreement;

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during the one year following the Acquisition, provide all employees of ARRIS or any of its wholly-owned subsidiaries who are terminated during the one year period following the Closing with severance benefits in accordance with and subject to the terms of the severance plans applicable to such employee as of November 8, 2018, or, if greater, in an amount equal to any severance payable to such employee pursuant to an employment agreement or similar contract between the employee and ARRIS or one of its subsidiaries; provided, that the foregoing shall not increase or extend any benefits payable pursuant to any written agreement;

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use commercially reasonable efforts to cause any employee benefit plans in which ARRIS employees and the employees of its subsidiaries participate to take into account for purposes of eligibility, vesting and benefit accrual thereunder (other than any benefit accrual under any defined benefit pension plans or other defined benefit plans or nonqualified retirement plans), service by ARRIS employees and the employees of its subsidiaries as if such service were with CommScope, to the same extent such service was credited under a comparable plan of ARRIS or any of its subsidiaries (except to the extent it would result in a duplication of benefits); and

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use commercially reasonable efforts to (except to the extent it would result in a duplication of benefits): (i) waive any pre-existing conditions to the extent such pre-existing conditions were waived under benefit plans of ARRIS as of the date of the Acquisition Agreement, and (ii) give credit in the year in which the employees first participate in any employee benefit plans of CommScope and its subsidiaries for any copayments, deductibles and out-of-pocket limits for paid by ARRIS employees and eligible dependents in such year.

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ARRIS agreed to take all actions reasonably requested by CommScope that may be reasonably necessary or appropriate to (i) adopt resolutions to terminate one or more employee benefit plans as of the Effective Time, (ii) cause benefit accruals under any employee benefit plans to cease as of the Effective Time, (iii) cause, at CommScope’s cost, the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any employee benefit plan for such period as may be requested by CommScope or (iv) at CommScope’s cost, facilitate the merger of any employee benefit plan into any employee benefit plan maintained by CommScope or its subsidiaries if requested by CommScope.

To the extent reasonably practicable, prior to making any broad-based written or oral communications to ARRIS employees pertaining to compensation or benefit matters that are affected by the Acquisition, ARRIS has agreed to provide CommScope with a copy of the intended communication, and CommScope shall have a reasonable period of time to review and comment on the communication, and the parties shall cooperate in providing any such mutually agreeable communication.

No later than five business days after the Closing, CommScope has agreed to file with the SEC one or more appropriate registration statements with respect to all Assumed RSUs and all CommScope common stock that may be issued in connection with the Assumed RSUs, in each case, other than those issued as

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replacement awards under CommScope’s Amended and Restated 2013 Long-Term Incentive Plan, for which a registration statement is already effective. CommScope has agreed to use commercially reasonable efforts to maintain the effectiveness of such registration statement(s) for so long as Assumed RSUs remain outstanding.

The agreements made by ARRIS and CommScope related to matters described above were included for the sole benefit of the parties to the Acquisition Agreement and do not create any third-party beneficiary or other rights in favor of any other person, including current or future ARRIS employees. After the Closing, CommScope will not be precluded from terminating the employment of any employee at any time after the Closing or be required to make any payment of compensation or provision of benefits to any such person thereafter.

Conditions to the Acquisition

The respective obligations of ARRIS and CommScope to consummate the Acquisition are subject to the satisfaction or waiver of the following conditions:

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ARRIS shall have obtained requisite approval of its shareholders of the Court Scheme Proposal and the Articles Amendment Proposal;

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(i) the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired or been earlier terminated; (ii) the approvals applicable to the consummation of the Acquisition under European Union merger control regulations shall have been obtained; and (iii) the consents, approvals, or clearances under other applicable antitrust laws with respect to the Acquisition shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired;

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as of the Closing, no court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Acquisition; and

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the Court sanction hearing shall have occurred, and the Court shall have sanctioned the Scheme and shall have approved the delivery to the Registrar of Companies of a copy of the order of the Court sanctioning the Scheme under section 899 of the Companies Act.

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The obligations of CommScope to effect the Acquisition are also subject to the satisfaction or waiver by CommScope at or prior to the Effective Time of the following additional conditions:

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ARRIS’s representations and warranties in the Acquisition Agreement regarding organization, capitalization, authority to consummate the Acquisition, absence of the occurrence of a Company Material Adverse Effect, applicability of any Takeover Statutes and brokers and finders must be true and correct in all respects as of the date of the Acquisition Agreement and as of the Closing as if made on and as of such date;

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ARRIS’s other representations and warranties set forth in the Acquisition Agreement, disregarding all qualifications and exceptions relating to materiality or Company Material Adverse Effect, must be true and correct as of the date of the Acquisition Agreement and as of the Closing as if made on and as of such date (or, if given as of an earlier date, at and as of such earlier date), except where the failure to be true and correct does not and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect;

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ARRIS has performed in all material respects its obligations under the Acquisition Agreement to be performed by it at or prior to the Closing;

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ARRIS has delivered to CommScope a certificate signed by its Chief Executive Officer or Chief Financial Officer certifying that all the above conditions with respect to the representations and warranties and performance of the obligations of ARRIS have been satisfied;

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from the date of the Acquisition Agreement until the Effective Time, there has not occurred a Company Material Adverse Effect;

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•

the final day of the marketing period (described below) with respect to the Financing has occurred;

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the waiting period applicable to the consummation of the equity financing under the HSR Act shall have expired or been earlier terminated; and

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as of the Closing, no court or other governmental antitrust entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) under any antitrust law (whether with respect to the Acquisition or the equity financing) that imposes or would reasonably be expected to impose, individually or in the aggregate, a Burdensome Condition.

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The obligations of ARRIS to effect the Acquisition are also subject to the satisfaction or waiver by ARRIS at or prior to the Effective Time of the following additional conditions:

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the representations and warranties of CommScope set forth in the Acquisition Agreement must be true and correct as of the date of the Acquisition Agreement and as of the Closing as though made on and as of such date (except to the extent they speak as of an earlier date, in which case they shall be true and correct as of such earlier date) except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not, or is not reasonably likely to, prevent the consummation of the Acquisition;

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CommScope has performed in all material respects its obligations under the Acquisition Agreement to be performed by it at or prior to the Closing; and

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CommScope has delivered to ARRIS a certificate signed by CommScope’s Chief Executive Officer or Chief Financial Officer certifying that all the above conditions with respect to the representations and warranties and performance of the obligations of CommScope have been satisfied.

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One of the conditions to CommScope’s obligations to effect the Acquisition under the Acquisition Agreement listed above is that the marketing period with respect to the Financing shall have expired. The term “marketing period” means the first period of 17 consecutive calendar days throughout and at the end of which (i) ARRIS shall have supplied CommScope with certain “required information” (including financial and other pertinent information regarding ARRIS) that is and remains “compliant” (each as defined in the Acquisition Agreement) for the entire 17 calendar day period, and (ii) the mutual conditions and antitrust conditions to the parties’ obligations with respect to the consummation of the transactions contemplated by the Acquisition Agreement shall have been satisfied or waived (other than the Court sanctioning the Scheme), except for those conditions that by their nature can only be satisfied by deliveries made at the Closing, and nothing has occurred and no condition exists that would cause any of the conditions to CommScope’s obligations to consummate the transactions contemplated by the Acquisition Agreement (other than the running of the marketing period) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 17-consecutive calendar-day period.

The marketing period will not be considered to have commenced if any of the required information provided at the commencement of the marketing period ceases to be compliant during the 17-day period or otherwise does not include the required information during the 17-day period. The 17-day period shall not include November 21, 2018, November 22, 2018 and November 23, 2018 (which dates shall be excluded for purposes of calculating the consecutive nature and the number of days in such 17-day period) and, if such 17-day period has not ended on or prior to December 19, 2018, then it will not start until at the earliest January 2, 2019. If the marketing period has not ended on or before February 12, 2019, then it will not start earlier than the later of  (a) the date on which the audited financial statements for the year ended December 31, 2018 for ARRIS have been filed with the SEC and (b) February 28, 2019. If the 17-day period has not ended on or prior to August 16, 2019, then it will be deemed to not commence earlier than September 3, 2019. Notwithstanding the foregoing, the marketing period will end on any earlier date on which the debt financing is obtained.

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The conditions to each of the parties’ obligations to complete the Acquisition are for the sole benefit of such party and may be waived by such party in whole or in part (to the extent permitted by applicable laws).

Termination

The Acquisition Agreement may be terminated, the Acquisition may be abandoned and the Scheme may be withdrawn at any time prior to the Effective Time, whether before or after the required shareholder votes have been obtained, by mutual written consent of ARRIS and CommScope by action of their respective boards of directors.

The Acquisition Agreement also may be terminated, the Acquisition may be abandoned and the Scheme may be withdrawn at any time prior to the Effective Time by action of the board of directors of either CommScope or ARRIS if:

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the Acquisition has not been consummated by the Long Stop Termination Date;

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upon the Scheme not being sanctioned at the Court sanction hearing and CommScope not electing within ten business days of the date of such hearing, to implement the Acquisition by means of a takeover offer;

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the Shareholders Meetings shall have been held and completed and the required shareholder votes shall not have been obtained at such Shareholders Meetings and, in either case, CommScope and ARRIS shall not have elected, within ten business days of the date of the relevant meeting, to implement the Acquisition by means of a takeover offer; or

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any order permanently restraining, enjoining or otherwise prohibiting consummation of the Acquisition shall become final and non-appealable (whether before or after the required shareholder votes have been obtained).

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However, the termination rights described in the preceding bullet points will not be available to any party whose breach of its obligations under the Acquisition Agreement was the primary cause thereof.

The Acquisition Agreement may be terminated, the Acquisition may be abandoned and the Scheme may be withdrawn prior to the Effective Time by ARRIS if:

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subject to compliance with the Acquisition Agreement, the Board effects a change of recommendation either as a result of an Intervening Event or a Superior Proposal not solicited in material violation of the Acquisition Agreement;

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if there has been a breach of any representation, warranty, covenant or agreement made by CommScope in the Acquisition Agreement, or any such representation and warranty of CommScope became untrue after the date of the Acquisition Agreement, which breach or failure to be true would give rise to the failure of the condition to Closing relating to the accuracy of the representations and warranties of CommScope or compliance by CommScope with its obligations under the Acquisition Agreement, and such breach or failure cannot be cured or, if curable, is not cured prior to the earlier of  (i) 30 calendar days after written notice thereof is given by ARRIS to CommScope and (ii) the date that is three business days prior to the Long Stop Termination Date; provided, that ARRIS will not have the right to terminate if ARRIS is then in breach of any of its representations, warranties, covenants or other agreements so as would result in the conditions to the obligation of CommScope to consummate the Acquisition not to be satisfied; or

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if all applicable conditions to the obligations of CommScope to consummate the Acquisition have been satisfied, CommScope fails to consummate the transactions contemplated by the Acquisition Agreement (including preventing the Court sanction hearing from being held or the sanctioning order of the Court from being granted) because of a failure with respect to the Financing being funded and ARRIS has sent irrevocable written notice to CommScope at least three business days prior to the termination that it stands ready, willing and able to consummate the transactions contemplated by the Acquisition Agreement and cooperates with CommScope to effect the consummation of the transactions contemplated by the Acquisition Agreement during such three business day notice period; provided, that during such notice period no party shall be entitled to terminate the Acquisition Agreement for failure to close by the Long-Stop Termination Date.

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The Acquisition Agreement may be terminated, the Acquisition may be abandoned and the Scheme may be withdrawn prior to the Effective Time by CommScope if:

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if either (x) the Board shall have made a change of recommendation or shall have approved or recommended to the ARRIS shareholders an acquisition proposal or (y) ARRIS or the Board shall have materially breached the no-shop provisions of the Acquisition Agreement;

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ARRIS, within ten business days of a tender or exchange offer constituting an acquisition proposal relating to securities of ARRIS having been commenced, fails to publicly recommend against such tender or exchange offer, or ARRIS fails to publicly reaffirm its recommendation of the Acquisition within ten business days after the date any acquisition proposal or any material modification thereto is first publicly commenced, publicly announced, distributed or disseminated to the ARRIS shareholders upon a request to do so by CommScope (provided that if the Shareholders Meetings are scheduled to be held within ten business days from the date of commencement of such tender or exchange offer or such public disclosure of an acquisition proposal or material modification, promptly and in any event prior to the date which is two business days before the date on which the Shareholders Meetings are scheduled to be held) or otherwise takes any action prohibited by the Acquisition Agreement with respect to a change in recommendation; or

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there has been a breach of a representation, warranty, covenant or agreement made by ARRIS in the Acquisition Agreement or any such representation and warranty becomes untrue after the date of the Acquisition Agreement, which breach or failure to be true would give rise to the failure of the condition to Closing relating to the accuracy of the representations and warranties of ARRIS or compliance by it with its obligations under the Acquisition Agreement, and such breach or failure to be true cannot be cured or, if curable, is not cured prior to the earlier of (i) 30 calendar days after written notice thereof is given by CommScope to ARRIS and (ii) the date that is three business days prior to the Long Stop Termination Date (provided that CommScope will not have the right to terminate if it is then in breach of any of its representations, warranties, covenants or other agreements so as would result in the conditions to the obligation of ARRIS to consummate the Acquisition not to be satisfied).

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Termination Fees

ARRIS is required to pay CommScope a termination fee if:

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(i) the Acquisition Agreement is terminated as a result of the failure to close by the Long Stop Termination Date, and (ii) any person has made a publicly announced acquisition proposal after the date of the Acquisition Agreement but prior to such termination and such acquisition proposal has not been withdrawn at least 20 business days prior to such termination;

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the Acquisition Agreement is terminated because the Court failed to grant a sanctioning order with respect to the Scheme, or the required shareholder votes were not received at either of the Shareholders Meetings;

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the Acquisition Agreement is terminated as a result of a breach by ARRIS; or

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the Acquisition Agreement is terminated because the Board effects a change of recommendation or breaches the no-shop covenants of the Acquisition Agreement.

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The termination fee due to CommScope will be $58 million with respect to a termination pursuant to either the first, third or fourth bullet above and $29 million with respect to a termination fee pursuant to the second bullet above (each payment, a “Termination Fee”). However, if, in the case of a termination pursuant to the second bullet above, (i) any person has made a publicly announced acquisition proposal after the date of the Acquisition Agreement but prior to the Court sanctioning hearing or prior to the Shareholders Meetings (as applicable), and such acquisition proposal has not been withdrawn at least five business days prior to such Court sanctioning hearing or Shareholders Meetings, as applicable, (ii) within

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twelve months after such termination, ARRIS shall have entered into a definitive agreement with respect to any acquisition proposal and (iii) ARRIS has consummated an acquisition proposal for which a definitive agreement was entered into during such 12 month period, then the Termination Fee will be $58 million, less the $29 million to the extent previously paid.

CommScope must pay ARRIS a termination fee of  $250 million, minus the amount of any reimbursement and indemnification obligations in connection with the arrangement of the Financing (the “Reverse Termination Fee”), in the event the Acquisition Agreement is terminated because:

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the Closing has not occurred by the Long Stop Termination Date or there was a final antitrust related order prohibiting the Acquisition and, in either case, any of the conditions to the Closing relating to antitrust matters are not satisfied or waived at the time of termination and all other conditions to the Closing were satisfied or waived at the time of termination;

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the Acquisition Agreement is terminated as a result of a breach by CommScope; or

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•

if all applicable conditions to the obligations of CommScope to consummate the Acquisition have been satisfied, CommScope fails to consummate the transactions contemplated by the Acquisition Agreement (including preventing the Court sanction hearing from being held or the sanctioning order from being granted) because of a failure with respect to the Financing being funded and ARRIS has sent irrevocable written notice to CommScope at least three business days prior to the termination that it stands ready, willing and able to consummate the transactions contemplated by the Acquisition Agreement and cooperates with CommScope to effect the consummation of the transactions contemplated by the Acquisition Agreement during such three business day notice period.

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Expenses

Except for (i) expense reimbursements with respect to ARRIS’s cooperation with respect to CommScope’s Financing arrangements and (ii) expense reimbursements owed to the other party with respect to any suit commenced to collect a termination fee due under the Acquisition Agreement, all costs and expenses incurred in connection with the Acquisition Agreement and the transactions contemplated by the Acquisition Agreement and the Financing shall be paid by the party incurring such expense, whether or not the Acquisition is consummated.

Remedies

In the event the Acquisition fails to close, each of CommScope and ARRIS’s sole and exclusive remedy for any breach, loss or damage will be (i) the right to terminate the Acquisition Agreement and receive the Termination Fee or Reverse Termination Fee, as applicable, to the extent payable under the Acquisition Agreement as summarized above (and any expenses and interest in the event such fee becomes due and is not paid) or (ii) to seek to enforce the obligations of the other party by a decree of specific performance, subject, in the case that ARRIS seeks specific performance of CommScope’s obligations to effect the closing, to certain limitations and qualifications set forth in the Acquisition Agreement, including availability of the proceeds from the Financing.

The parties are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Acquisition Agreement and to enforce specifically the terms of the Acquisition Agreement in addition to any other remedy to which they are entitled at law or in equity. The Acquisition Agreement explicitly allows ARRIS to seek specific performance of CommScope’s obligation to consummate the Acquisition and the Scheme only in the event that (i) the Acquisition has not been validly terminated in accordance with the Acquisition Agreement; (ii) all mutual conditions to Closing and all of CommScope’s conditions to Closing been satisfied (other than those to be satisfied at Closing), (iii) the Financing arrangements have been funded or will be funded at Closing, (iv) ARRIS has irrevocably confirmed in writing to CommScope that if specific performance is granted, the sanctioning order is granted and the Financing is funded, then the Closing will occur and (v) CommScope has failed to consummate the Closing within two business days following delivery of notice pursuant to the prior clause (iv). However, ARRIS will not be allowed to receive both a grant of specific performance and the Reverse Termination Fee under any circumstances.

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Indemnification; Directors’ and Officers’ Insurance

CommScope agreed to indemnify and hold harmless, to the fullest extent permitted under applicable law (and CommScope also agreed to advance expenses therefor as incurred to the fullest extent permitted under applicable law), each present and former director and officer of ARRIS and its wholly-owned subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), arising out of or related to such Indemnified Parties’ service as a director or officer of ARRIS or its subsidiaries, or services performed or alleged to have been performed by such persons at the request of ARRIS or its subsidiaries, in each case, at or prior to the Effective Time.

Under the Acquisition Agreement, CommScope agreed to maintain for a period of six years after the Effective Time ARRIS’s current directors’ and officers’ liability insurance policies, or policies of at least the same limits and containing other terms not less favorable in the aggregate than the current policy, with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time, except that CommScope is not required to incur aggregate expense for such six year period greater than 300% of the annual premium most recently paid by ARRIS prior to the date of the Acquisition Agreement (the “Maximum Amount”).

ARRIS may purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time with regard to Indemnified Parties. In no event shall the cost of such policy purchased by ARRIS exceed the Maximum Amount, and if a “tail policy” is purchased, it will satisfy CommScope’s obligations with respect to the directors’ and officers’ insurance described above.

Access; Notice

Subject to certain exceptions, ARRIS agreed to, upon reasonable prior written notice, afford CommScope and its Financing sources and their respective authorized representatives reasonable access to ARRIS and information concerning its business, properties and personnel as may reasonably be requested.

ARRIS also agrees to notify CommScope promptly, and in any event within two business days, of becoming aware of any material data breach or breach of security involving ARRIS, or its facilities, systems, infrastructure or data, or, to the extent related to ARRIS’s systems or third-party systems serving ARRIS, any of its customer’s or other business partner’s information or data. ARRIS agrees to cooperate and provide to CommScope all information and updates relating thereto reasonably requested by CommScope and otherwise keep CommScope apprised of any ARRIS investigation, handling and remediation thereof.

Modification or Amendment

Subject to applicable law, the parties may modify the Acquisition Agreement by written agreement at any time prior to the Effective Time. However, after the receipt of the required ARRIS shareholder approvals, no amendment may be made, which, by law or in accordance with the rules of any relevant stock exchange, requires further approval by ARRIS shareholders unless the vote or approval by them in accordance with the law or rule of relevant stock exchange is obtained with respect to the effectiveness of the amendment. Additionally, certain amendments that would substantively modify the provisions of the Acquisition Agreement related to the Financing sources in a manner that adversely impacts any Financing source requires the consent of the affected Financing source or sources.

Governing Law

The Acquisition Agreement is governed by Delaware law, except that (i) the provisions of the Acquisition Agreement related to the implementation and effect of the Scheme or, if applicable, a takeover offer, are governed by English law and (ii) any disputes regarding the debt Financing sources will be governed by New York law (other than the definition of  “Company Material Adverse Effect,” which would be governed by the laws of the State of Delaware). The Scheme will be governed by English law.

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(1)

According to the most recent Schedule 13G filed with the SEC on February 8, 2018, Vanguard Group, Inc. has sole voting power with respect to 93,398 shares, shared voting power with respect to 21,881 shares, sole dispositive power with respect to 14,956,106 shares, and shared dispositive power with respect to 101,249 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd, Malvern, PA 19355.

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(2)

According to the most recent Schedule 13G filed with the SEC on January 30, 2018, BlackRock, Inc. has sole voting power with respect to 13,812,487 shares. The address for BlackRock, Inc. is 55 East 52 nd Street, New York, NY 10055.

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(3)

According to the most recent Schedule 13G filed with the SEC on February 14, 2018, Hotchkis and Wiley Capital Management, LLC has sole voting power with respect to 10,086,871 shares. The address for Hotchkis and Wiley Capital Management, LLC is 725 S. Figueroa Street 39 th Floor, Los Angeles, CA 90017.

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(4)

The address for Alphabet, Inc. is 1600 Amphitheatre Parkway, Mountain View, California 94043.

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information contained in this proxy statement is accurate as of any date other than the date of this proxy statement, and the mailing of this proxy statement to shareholders does not and will not create any implication to the contrary.

ARRIS has supplied all information relating to ARRIS, and CommScope has supplied all of the information relating to CommScope and the Financing sources contained in “Summary — Parties Involved in the Acquisition,” “Summary — Financing of the Acquisition,” “The Acquisition — Parties Involved in the Acquisition” and “The Acquisition — Financing of the Acquisition” beginning on pages  1 , 6 , 28 and 54 , respectively.

HOUSEHOLDING OF SHAREHOLDER MATERIALS

Unless ARRIS has received contrary instructions, ARRIS may send a single copy of this proxy statement and related notices to any household at which two or more shareholders reside if it believes the shareholders are members of the same family. Each shareholder in the household will continue to receive a separate set of proxy cards or voting instructions. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce expenses.

If you would like to receive your own set of this proxy statement and related notices, follow the instructions described below.

If you are a Shareholder of Record, please contact Morrow Sodali LLC at 470 West Avenue, Stamford, CT 06902, Shareholders Call Toll Free: (800) 662-5200, Banks and Brokers Call Collect: (203) 658-9400 or E-mail: Arris.info@morrowsodali.com, to inform ARRIS of your request. If you are a Beneficial Holder, please contact your bank, broker, trust or other nominee directly.

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ANNEX A​

BID CONDUCT AGREEMENT
 
AMONG
 
COMMSCOPE HOLDING COMPANY, INC.
 
AND
 
ARRIS INTERNATIONAL PLC
 
DATED AS OF NOVEMBER 8, 2018

Table of Contents

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A-ii

BID CONDUCT AGREEMENT

BID CONDUCT AGREEMENT (hereinafter called this “ Agreement ”), dated as of November 8, 2018, between CommScope Holding Company, Inc., a Delaware corporation (“ Buyer ”) and ARRIS International plc, a company organized under the laws of England and Wales (the “ Company ”).

RECITALS

WHEREAS, the respective boards of directors of each of Buyer and the Company have approved entering into this Agreement and the transactions contemplated hereby (including the Acquisition) upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition to the willingness of Buyer to enter into this Agreement, each of the directors of the Company has entered into Irrevocable Undertakings in favor of Buyer agreeing, among other things, to support the transactions contemplated by this Agreement and certain other matters (collectively, the “ Irrevocable Undertakings ”); and

WHEREAS, Buyer and the Company desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I
 
Method of Acquisition; Closing; Effective Time

1.1 Method of Acquisition .   Upon the terms and subject to the conditions set forth in this Agreement, Buyer (or one of its direct or indirect wholly-owned subsidiaries) or, if HMRC grants the confirmation described in Section 6.22, then, at Buyer’s discretion and direction, its DR Nominee shall acquire the entire issued and to be issued ordinary shares of the Company (the “ Acquisition ”) pursuant to the scheme of arrangement substantially in the form attached as Exhibit A, with or subject to any modification, addition or condition which (a) Buyer and the Company mutually agree and which is approved and imposed by the High Court of Justice in England and Wales (the “ Court ”, and such scheme of arrangement, as so modified, amended or conditioned, the “ Scheme ”) or (b) which is otherwise imposed by the Court and mutually acceptable to Buyer and the Company each acting reasonably and in good faith, in each case, in accordance with the provisions of the United Kingdom Companies Act 2006 (the “ Companies Act ”), the provisions of this Agreement and Schedule 1 hereto (or, under the circumstances specified in Exhibit A and/or Schedule 1, pursuant to a Takeover Offer, and subject to sufficient acceptances of the Takeover Offer, pursuant to the compulsory squeeze-out provisions of Part 28 of the Companies Act, as described in more detail in Exhibit A and/or Schedule 1). For purposes of this Agreement, “ DR Nominee ” means such company falling within Section 67(6) and Section 93(3) of the Finance Act 1986 as Buyer may in its sole discretion appoint, in a manner which is consistent with the submission to HMRC described in Section 6.22.

1.2 Closing .   Unless otherwise mutually agreed in writing between the Company and Buyer, and subject to Section 3.1, the consummation of the closing of the Acquisition (the “ Closing ”) shall take place at the offices of Alston & Bird LLP, Bank of America Plaza, Suite 4000, 101 South Tryon Street, Charlotte, North Carolina, 28280, at 7:00 a.m. (Eastern Time) on the second (2 nd ) business day following the satisfaction or waiver in accordance with this Agreement of all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied on the Closing Date (including, without limitation, those steps described in Section 3.1), but subject to the fulfillment or waiver of those conditions). The date on which the Closing actually occurs is referred to as the “ Closing Date .” For purposes of this Agreement, the term “ business day ” shall mean any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York or London.

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ARTICLE II
 
Articles of Association

2.1 Articles of Association .   Subject to and conditional on: (i) the Scheme having been approved by the Company’s shareholders at the Court Meeting; and (ii) the special resolutions set forth in Exhibit B hereto (the “ Special Resolutions ”) having been approved by the Company’s shareholders at the General Meeting, including, in each case, any adjournment of such meetings, the articles of association of the Company shall be amended in connection with the Acquisition pursuant to the amendment thereto set forth in the Special Resolutions (the “ Amendment to the Articles ”).

ARTICLE III
 
Effective Time

3.1 Effective Time .   On the Closing Date, in connection with the Closing, the Company and Buyer shall file, or cause to be filed, the Sanctioning Order with the Registrar of Companies of England and Wales as set forth in more detail in Exhibit A and Schedule 1 (such time as the Sanctioning Order is so filed, the “ Effective Time ”). At the Effective Time, or as soon as reasonably practicable thereafter, the Company’s Register of Members will be updated in accordance with the provisions of this Agreement and the Scheme to reflect the transfer of the Ordinary Shares as contemplated hereby.

ARTICLE IV
 
Effect of the Acquisition

4.1 Effect on Ordinary Shares .   At the Effective Time, as a result of the Acquisition and without any action on the part of the holder of any ordinary shares of the Company, each ordinary share of the Company, £0.01 nominal value per share (an “ Ordinary Share ” or, collectively, the “ Ordinary Shares ”) in issue at 6.00 p.m. (New York time) on the date immediately prior to the date of the hearing at which the Court sanctions the Scheme under section 899 of the Companies Act (the “ Court Sanction Hearing ”), or such later time as the Company, Buyer and the Court may mutually agree (the “ Scheme Record Time ”) other than any Ordinary Shares beneficially held by Buyer or any direct or indirect wholly owned Subsidiary of Buyer and Ordinary Shares beneficially held by the Company or any direct or indirect wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties (the “ Excluded Shares ”), shall be transferred to Buyer (or one of its direct or indirect wholly-owned subsidiaries) or, in the circumstances described in Section 1.1, its DR Nominee with full title guarantee, free from all Liens (other than those arising under generally applicable securities Laws) and together with all rights at the Effective Time or thereafter attached thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any), in exchange for the right to receive $31.75 per Ordinary Share in cash (the “ Per Share Acquisition Consideration ”), without interest, as more fully described in Section 4.2(a). At the Effective Time, as a result of the Acquisition and without any action on the part of the holder of any Ordinary Shares of the Company, all of the Ordinary Shares shall be, by virtue of the Scheme, transferred to Buyer (or one of its direct or indirect wholly-owned subsidiaries) or, in the circumstances described in Section 1.1, to its DR Nominee as described in the preceding sentence.

4.2 Payment of Consideration.

(a) Paying Agent.    At or prior to the Effective Time, Buyer shall deposit, or shall cause to be deposited, with Computershare Trust Company N.A. (the “ Paying Agent ”) for the benefit of the holders of Scheme Shares as of the Scheme Record Time, other than with respect to Excluded Shares, a cash amount in immediately available funds necessary for the Paying Agent to make payments under Section 4.1 (such cash amount being hereinafter referred to as the “ Exchange Fund ”).

(b) Payment Procedures.    The Per Share Acquisition Consideration to which each Scheme Shareholder is entitled (less any required Tax withholdings as provided in Section 4.2(d)) will be transferred to such Person by the Paying Agent from the Exchange Fund pursuant to the agreement entered into between Buyer and Paying Agent with respect to such role hereunder (on customary terms) and in accordance with the Scheme, with all checks to be dispatched as soon as possible and, in

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any event, not later than the 14 th day following the Effective Time to the Person entitled to it at the address as appearing in the register of members of the Company at the Scheme Record Time and made in U.S. dollars. As from the Scheme Record Time, each holding of Ordinary Shares credited to any stock account in the Depository Trust Company (“ DTC ”) will be disabled and all Ordinary Shares will be removed from DTC in due course. None of the Company, Buyer, any nominee(s) of Buyer or any of their respective agents shall be responsible for any loss or delay in the transmission of checks or payments sent by the Paying Agent as described above, and such payments shall be sent at the risk of the Person entitled to it. For the purposes of this Agreement,

“ Scheme Shares ” has the meaning given to it in the Scheme;

“ Scheme Shareholders ” has the meaning given to it in the Scheme; and

“ Person ” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

(c) Special Payment Procedures for DTC.    Prior to the Effective Time, Buyer and the Company shall cooperate to establish procedures with the Paying Agent and DTC to ensure that the Scheme Shares held of record by DTC or its nominee will receive payment in immediately available funds in accordance with the Scheme and any other applicable Laws.

(d) Withholding Rights.    Each of Buyer, the Company and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable in respect of the Ordinary Shares, Company RSUs, Charter Warrants and Comcast Warrants transferred or terminated in the Acquisition such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “ Code ”), United Kingdom Tax Law or any other applicable state, local or foreign Tax Law. To the extent that amounts are so withheld by Buyer, the Company or the Paying Agent, as the case may be, such withheld amounts (i) shall be remitted by Buyer, the Company or the Paying Agent, as applicable, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement and/or the Scheme as having been paid to the Scheme Shareholder, or the holder of the Company RSUs, the Charter Warrants and Comcast Warrants, in respect of which such deduction and withholding was made by Buyer, the Company or the Paying Agent, as the case may be.

4.3 Treatment of Warrants and Restricted Stock Units .

(a) Restricted Stock Units.    For purposes of this Agreement, “ Company RSU ” means each restricted stock unit, stock award, other similar equity award, or award denominated in Ordinary Shares and payable in cash or Ordinary Shares or the value of which is determined with reference to the value of Ordinary Shares and payable in cash or Ordinary Shares, issued by the Company under the Stock Plans or otherwise, which will include any Company restricted stock units issued in 2016 with performance-based vesting requirements and a vesting date in 2019 (which will remain outstanding and treated as described herein, subject to the holder’s continued employment with the Company or any of its Subsidiaries until the Effective Time).

(i) Immediately prior to the Effective Time, each Company RSU that is outstanding and unvested immediately prior to the Effective Time, will be deemed to have satisfied its performance-based vesting conditions, if any, (x) at target, with respect to such Company RSUs other than those issued in 2018 and (y) at a level that results in performance vesting at 150% of target, with respect to such Company RSUs issued in 2018, and

(A) all Company RSUs outstanding immediately prior to the Effective Time that were granted to non-employee directors (the “ Non-Employee Director RSUs ”) shall be fully vested and payable as described below with respect to all of the Ordinary Shares subject to such Non-Employee Director RSUs; and

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(B) all Company RSUs outstanding immediately prior to the Effective Time that previously were subject to performance-based vesting requirements (the “ Performance-Based RSUs ”) shall be fully vested and payable as described below with respect to all of the Ordinary Shares subject to such Performance-Based RSUs, in each case, assuming the satisfaction of the performance-based vesting conditions in accordance with (x) and (y) above; and

(C) all Company RSUs outstanding immediately prior to the Effective Time that were granted to former C-COR employees in connection with the Company’s acquisition of C-COR and are fully vested as of the date of this Agreement (the “ C-COR RSUs ”) shall be payable as described below with respect to all of the Ordinary Shares subject to such C-COR RSUs; and

(D) all Company RSUs outstanding immediately prior to the Effective Time other than Non-Employee Director RSUs, Performance-Based RSUs or C-COR RSUs (the “ Service-Based RSUs ”) shall be fully vested and payable as described below with respect to one-half  (or such higher percentage as determined by Buyer as described below) of the Ordinary Shares subject to each vesting tranche of such Service-Based RSUs; and

(E) all remaining Service-Based RSUs outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be converted and assumed or replaced by Buyer (as so assumed or replaced, an “ Assumed RSU ”) in accordance with Section 4.3(a)(ii) and (iii) below and subject to continued service-based vesting.

The Non-Employee Director RSUs, the Performance-Based RSUs, the C-COR RSUs and the Service-Based RSUs described in Section 4.3(a)(i)(D) are collectively referred to hereafter as the “ Accelerated RSUs .”

The Accelerated RSUs outstanding immediately prior to the Effective Time shall, at the Effective Time, automatically and without any further required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of  (i) the Per Share Acquisition Consideration, multiplied by (ii) the number of Ordinary Shares subject to such Accelerated RSUs, less applicable Taxes required to be withheld with respect to such payment. For avoidance of doubt, any Accelerated RSUs (or portions thereof) previously subject to performance-based vesting conditions for which the performance criteria is not deemed satisfied in accordance with the first sentence of this Section 4.3(a)(i) shall be cancelled as of the Effective Time without payment therefor and, to such extent, shall have no further force or effect.

(ii) At the Effective Time, each Assumed RSU that remains outstanding and subject to continued service-based vesting shall, automatically and without any required action on the part of the holder thereof, be converted and assumed or replaced by Buyer, in accordance with, and remaining subject to, the terms and conditions of the Stock Plan and award agreement by which it is evidenced, including any service-based vesting conditions and other relevant payment terms and conditions, except that (i) each Assumed RSU shall be denominated and settled solely in shares of Buyer common stock, par value $0.01 per share (“ Buyer Common Stock ”), and (ii) the number of shares of Buyer Common Stock subject to an Assumed RSU shall be equal to the product of (A) the number of Ordinary Shares subject to the Assumed RSU immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio and rounded to the nearest whole share. For purposes of this Agreement, the term “ Exchange Ratio ” shall mean the quotient obtained by dividing the Per Share Acquisition Consideration by the volume weighted average price per share of Buyer Common Stock over the twenty (20) trading days of Buyer Common Stock on Nasdaq immediately preceding the date on which the Effective Time occurs.

(iii) Notwithstanding Section 4.3(a)(ii), any Assumed RSUs that are Phantom Company RSUs (the “ Assumed Phantom Company RSUs ”) shall not be converted into the right, upon the settlement thereof, to receive Buyer Common Stock, but shall instead be converted into the right, upon the settlement thereof, to receive a cash payment equal to the closing price of Buyer

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Common Stock on such settlement date (or the immediately prior trading day, if the settlement date is not a trading day), multiplied by the number of shares of Buyer Common Stock into which such Assumed Phantom Company RSUs would, but for this Section 4.3(a)(iii), have otherwise been converted (but shall otherwise be converted and treated as described in Section 4.3(a)(ii), including continuing to otherwise be subject the terms and conditions of the Stock Plan and award agreement by which such Assumed Phantom Company RSU is evidenced, including any service-based vesting conditions and other relevant payment terms and conditions).

(iv) Notwithstanding any other provision of this Section 4.3(a), to the extent outstanding as of immediately prior the Effective Time, the Company RSU described on Section 4.3(a)(iv) of the Company Disclosure Letter will be treated as described on Section 4.3(a)(iv) at the Effective Time.

(v) Notwithstanding any other provision hereof Buyer shall retain the discretion to have more than one half of any Service-Based RSUs (or portion thereof) treated as Accelerated RSUs rather than Assumed RSUs, in which event such Service-Based RSUs (or portion thereof) that would have otherwise been Assumed RSUs shall be fully vested and payable and settled in cash as described in Section 4.3(a)(i) (in lieu of the conversion thereof into awards denominated in Buyer Common Stock as described in Section 4.3(a)(ii)). In addition, Buyer may determine, in its sole discretion, that the Buyer Common Stock subject to any Assumed RSU shall be issued (x) pursuant to Buyer’s assumption and conversion, in accordance with the Exchange Ratio, of a portion of the share reserve under a Stock Plan, (y) from the available share reserve under Buyer’s Amended and Restated 2013 Long-Term Incentive Plan (as amended and restated effective February 21, 2017 or as may be further amended following the date hereof), or (z) by a combination thereof.

(b) Company ESPP .   The Company shall, promptly following the date hereof, take all actions with respect to the Company’s Amended and Restated Employee Stock Purchase Plan, as amended (the “ Company ESPP ”), as may be reasonably necessary to provide that (i) the current option period scheduled to end on April 30, 2019 (the “ Final Option Period ”) shall end (and all shares purchased in such offering period shall be delivered and distributed) on the earlier of  (x) the date the Final Option Period is scheduled to end, or (y) a date prior to, but as close as is practicable to, the Closing Date, (ii) no new option period under the Company ESPP shall commence after the date of this Agreement, (iii) no individual participating in, or eligible to participate in, the Company ESPP shall be permitted (x) to increase the rate of his or her payroll deductions thereunder from the rate in effect on the date of this Agreement, or to commence new contributions or (y) to make other non-payroll contributions to the Company ESPP on or following the date of this Agreement, and (iv) the Company ESPP, and all outstanding rights thereunder as of immediately prior to the Effective Time, shall terminate at or prior to the Effective Time.