ARRIS Announces Acquisition of BigBand Networks Building Leadership in Video Networking October 11, 2011 Exhibit 99.2 |
Safe Harbor October 11, 2011 2 ARRIS Acquires BigBand Networks Conference Call This presentation contains forward looking statements. These statements include, among others, accelerating time to market, increasing opportunities for ARRIS, plans to optimize BigBand Networks’ performance, the transaction being neutral to accretive by mid-2012 and offering upside potential thereafter, being optimistic about the acquisition, the acquisition offering new opportunities to expand the customer base, generate broader opportunities, continued innovation, and the time frame during which the acquisition is expected to close. Statements regarding future events are based on the parties’ current expectations. The statements in this press release and presentation that use such words as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “estimate,” or “plan,” or similar expressions are also forward looking-statements. Actual results may differ materially from those contained in any forward-looking statement. Specific factors that could cause material differences include, among other things, shareholder approval of the acquisition, regulatory approval of the acquisition, the potential impact on the business of BigBand Networks due to uncertainty about the acquisition, the retention of employees of BigBand Networks, the ability of ARRIS to successfully integrate BigBand Networks’ opportunities, technology, personnel and operations, and the customer demand for our products. The above listing of factors is representative and is not intended as an all-encompassing list of factors. For additional factors please see our respective Form 10-Qs for the quarter ended June 30, 2011. We disclaim any obligation to update forward-looking statements, whether as a result of new information, future events or otherwise. |
Important Information The planned tender offer referred to in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell any securities. At the time the planned tender offer is commenced, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”), and BigBand Networks will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. All of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website, www.sec.gov. In addition, the Tender Offer Statement on Schedule TO and related offering materials may be obtained for free (when they become available) from the Company. October 11, 2011 3 ARRIS Acquires BigBand Networks Conference Call |
Transaction Summary… $2.24 in Cash per BigBand share or ~$172 million ~$53 million net of cash on hand Tender Offer Unanimous BigBand Board Recommendation Voting Agreement with two largest BigBand shareholders (~32% ownership) Majority shareholder acceptance in tender offer period Customary Regulatory Approval Late 2011 Neutral/Accretive (non-GAAP) by mid-2012 Estimated $18M transaction and transition costs ~$20M in cash tax benefit from NOLs over time Offer Price: Form: Support Agreements: Closing Conditions: Target Closing: Key Metrics: 4 ARRIS Acquires BigBand Networks Conference Call October 11, 2011 1. BigBand cash on hand estimated to be $119 M 1 |
Strategic Rationale… October 11, 2011 5 ARRIS Acquires BigBand Networks Conference Call |
Acquisition Builds on ARRIS Strategy… Maintain a strong capital structure, mindful of our 2013 debt maturity, share repurchase opportunities and other capital needs including M&A Grow our current businesses into a more complete portfolio including a strong video product suite. Continue to invest in the evolution toward enabling true network convergence onto an all IP platform (Convergence Enabled.) Continue to expand our product/service portfolio through internal developments, partnerships and acquisitions Expand our international business and begin to consider opportunities in markets other than cable Continue to invest in and evolve the ARRIS talent pool to implement the above… 6 Convergence Enabled. A World Where Broadband Communication and Entertainment Services can be Consumed Anywhere, Anytime October 11, 2011 ARRIS Acquires BigBand Networks Conference Call |
BigBand Company Overview - Innovator and Market Leader Founded in 1998 - Headquarters: Redwood City, CA - Research & Development: Tel Aviv, Israel; Shenzhen, China; Westborough, MA Leader in Digital Video Networking - Advanced Advertising • AT&T Local Advertising • 1 Billion+ transactions /year - Switched Digital Video (SDV) • 39 million homes passed • Cox Expansion Q2 2011 - Universal EdgeQAMs • 900K channels shipped • Beijing Gehua VoD launch Q2 2011 - Broadcast Video • 5000 chassis deployed • Verizon FiOS TV North America: Top 2 Telcos, 9 of top 10 Cable Operators 200+ global customers, 50+ million subscribers North America: Top 2 Telcos, 9 of top 10 Cable Operators 200+ global customers, 50+ million subscribers October 11, 2011 |
Broadcast Video Broadband Media Router (BMR) Broadcast Video + Zoned Advertising BigBand Networks Product Strategy: Transition from Broadcast to Personal Video Broadcast 1:1 Personalization Personal Video Broadcast Video Switched Digital Video Switched Video (Multicast) Converged Video Exchange (CVEx™) SDV/vIP Universal Edge QAM (BEQ™) MSP QAM High Performance IPTV Addressable Ads/Personal Services 1:1 Personalized Video (Unicast) Media Services Platform (MSP) ARRIS Acquires BigBand Networks Conference Call 8 October 11, 2011 |
ARRIS and BigBand… Early CCAP Readiness and Market Share Demand for ultra-dense EdgeQAM platforms is beginning now - BigBand MSP deployable now - Graceful migration to full IP when used in combination with the E6000™ Support a wider variety of network architecture and deployment options Opportunity to include innovative video processing capabilities on the same platform Downstream Upstream CCAP - Integrated Data Voice IP Video Upstream CCAP - Modular Data Voice IP Video MPEG Video MSP2800 BEQ D5 MSP1200 40+ chan / port 8 chan / port E6000™ 9 October 11, 2011 ARRIS Acquires BigBand Networks Conference Call E6000™ |
ARRIS + BigBand Improved Market Position Edge Access • Accelerate Modular CCAP time to market • Leverage MSP and BEQ footprint for future E6000 sales • Increases current EdgeQAM market share Video Processing • Multiplexing, Rate Shaping, Bandwidth Clamping, and Video Grooming • Promote BMR footprint expansion with MSP • MSP video processing capabilities complementary to ARRIS VIPr transcoding product line Advertising • Expand Telco IP Video Targeted Ad Insertion and Broadcast Video to additional markets • Exploit synergies with ARRIS Ad Insertion offering SDV • Expand base of BigBand’s market leading CVEx SDV Solutions • SDV Growth creates demand for EdgeQAM (MSP, BEQ, D5) 10 ARRIS Acquires BigBand Networks Conference Call October 11, 2011 |
Operating Plan… Ready to Implement at Closing October 11, 2011 11 ARRIS Acquires BigBand Networks Conference Call |
Financial Metrics Going Forward… 12 October 11, 2011 ARRIS Acquires BigBand Networks Conference Call |
Benefits of Transaction to ARRIS… October 11, 2011 13 ARRIS Acquires BigBand Networks Conference Call |
THANK YOU ARRIS Acquires BigBand Networks Conference Call 14 October 11, 2011 |
Questions and Answers ARRIS Acquires BigBand Networks Conference Call 15 October 11, 2011 |