Status: Clearance
Acquirer: ARRIS International plc (England and Wales)
Acquired: Brocade Communications Systems, Inc. (US); Broadcom Ltd. (Singapore)
Value: US$800 million
Industry: Telecommunications; Network and Data Solutions; Semiconductors
UPDATE: On December 1, 2017, Arris “completed the acquisition of Brocade Communications Systems Inc.’s Ruckus Wireless and ICX Switch business (“Ruckus Networks”) from Broadcom Limited.” (Arris International plc Form 10-K, Mar. 1, 2018, SEC Filing.) The transaction was subject to “clearance . . . from the Committee on Foreign Investment in the United States.” (ARRIS International Form 8-K, Feb. 23, 2017, SEC Filing; see Stock Purchase Agreement, Sec. 5.3, ARRIS International Form 8-K, Ex-2.1, Feb. 23, 2017, SEC Filing.) The acquisition “was contingent on Broadcom’s closing its acquisition of Brocade,” (Arris International plc Form 8-K, Nov. 17, 2017, SEC Filing,) which closed on November 17, 2017, after CFIUS clearance. (See our previous post on Broadcom Limited-Brocade Communications transaction here.)
Posted on November 17, 2017
Status: Investigation
As previously reported, Arris International’s pending acquisition of Brocade Communications Systems’ Ruckus Networks business from Broadcom, which “was contingent on Broadcom’s closing its acquisition of Brocade.” (Arris International plc Form 8-K, Nov. 17, 2017, SEC Filing.) On November 17, 2017, Broadcom completed that acquisition, (See Broadcom Press Release, Broadcom Completes Acquisition of Brocade Communications Systems, Nov. 17, 2017), and ARRIS expects to complete the Ruckus Networks acquisition following CFIUS clearance. (See Arris International plc Form 8-K, Nov. 17, 2017, SEC Filing.) “The current CFIUS investigation period ends on November 30, 2017.” (Id.)
Posted on October 17, 2017
Status: Withdraw and Refile
On October 16, 2017, Arris International plc disclosed in a regulatory filing that, because of the delayed CFIUS approval of Broadcom Limited’s acquisition of Brocade Communications Systems Inc., (see our previous post on this acquisition here), its acquisition of Brocade Communication’s Ruckus Wireless and ICX Switch Business is also delayed, as it is contingent on Broadcom and Brocade Communications consummating their transaction. (See Arris International plc Form 8-K, Oct. 16, 2017, SEC Filing.) The SEC filing stated that “on October 12, 2017, Broadcom, Brocade and ARRIS withdrew and re-filed their joint voluntary notice to CFIUS with respect to the Transaction (the “Transaction Notice”) since completion of the Transaction is predicated upon completion of the [Broadcom-Brocade] Merger and the Parties wish to more closely align the review timetables for these two CFIUS cases. Similar to the [Broadcom-Brocade] Merger Notice, CFIUS has agreed to proceed directly to a 45-day investigation period with respect to the Transaction Notice.” (Id.) To allow for the additional delay associated with the CFIUS process, the parties entered into an amendment to the stock and asset purchase agreement that changes the outside date in which the parties must consummate the transaction to December 15, 2017. (See First Amendment, Arris International plc Form 8-K, Ex-2.1, Oct. 16, 2017, SEC Filing.)
Posted on March 3, 2017
Status: Upcoming/New Filing
On February 22, 2017, Broadcom Limited, a Singapore company co-headquartered in San Jose, California, and ARRIS International plc, an IP, video and broadband technology incorporated in England and Wales with headquarters in Georgia, announced that “they have entered into an agreement for ARRIS to acquire Brocade Communication Systems Inc.’s Ruckus Wireless and ICX Switch business for cash consideration of $800 million . . . following the closing of Broadcom’s acquisition of Brocade.” (Broadcom Press Release, ARRIS to Acquire Ruckus Wireless and ICX Switch Business for $800 Million in Cash, Feb. 22, 2017; see ARRIS International Form 8-K, Feb. 23, 2017, SEC Filing.) Brocade Communications Systems, Inc., a California network and data storage solutions company, announced that it entered into a definitive merger agreement with Broadcom in November 2016, valued at approximately US$5.5 billion. ARRIS’s acquisition of the Ruckus Wireless and ICX Switch business “is presently expected to close approximately one month following the closing of Broadcom’s acquisition of Brocade.” (Broadcom Press Release, Feb. 22, 2017.) In addition, the transaction is subject to “clearance under the Hart-Scott-Rodino Act and from the Committee on Foreign Investment in the United States.” (ARRIS International Form 8-K, Feb. 23, 2017, SEC Filing; see Stock Purchase Agreement, Sec. 5.3, ARRIS International Form 8-K, Ex-2.1, Feb. 23, 2017, SEC Filing (to be filed “[a]s promptly as practicable after the execution of this Agreement”.)
