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Filed by: ANTEC Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: ANTEC Corporation
Commission File No: 000-22336
On October 18, 2000, ANTEC Corporation and Nortel Networks, Inc.
announced that they had agreed to a transaction in which, among other things,
ANTEC will acquire Nortel Neworks' ownership interest in Arris Interactive
L.L.C. The following is a transcript of the joint press release issued on
October 18, 2000:
NORTEL NETWORKS, ANTEC TO CREATE GLOBAL BROADBAND CABLE ACCESS LEADER
ANTEC TO EXPAND LEADERSHIP POSITION UNDER NEW NAME - ARRIS, INC.
BOSTON, Mass. and DULUTH, Ga.- Nortel Networks* Corporation [NYSE/TSE: NT] and
ANTEC [Nasdaq: ANTC] today announced an agreement to realign their cable
businesses to create a new company to lead the broadband cable access industry.
The new company will acquire Nortel Networks ownership interest in Arris
Interactive, a leading developer of broadband cable access technology and
solutions. Upon closing, the new company will be renamed Arris, Inc., to
signify its focus on leadership in driving the broadband local access
revolution.
Nortel Networks will effectively transfer to the new company its 81.25 percent
interest in Arris Interactive in return for 33 million shares of common stock
in the new company and approximately US$325 million in cash, giving Nortel
Networks an approximate 46.5 percent ownership interest. ANTEC, which will
become a subsidiary of the new company, currently owns the remaining 18.75
percent of Arris Interactive. Nortel Networks and the new company will continue
to work together to offer customers the best end-to-end solutions for the cable
market.
Nortel Networks will continue to focus on delivering end-to-end solutions for
broadband cable networks, including its world-leading Optical Internet
solutions, Nortel Networks Succession* solutions for next generation voice
services, solutions for routing and content, and Nortel Networks Preside*
service enabling solutions for network, service and subscriber management.
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"This realignment will make visible for the first time the tremendous value we
and ANTEC have built inside Arris Interactive in five short years," said Steve
Pusey, vice president, Nortel Networks and chairman, Arris Interactive.
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"With the new combined business offering leading solutions for broadband
access, Nortel Networks will reinforce its position as a leading provider of
end-to-end, high-performance Internet solutions for the cable industry," Pusey
said.
A `HAIRPIN TURN' FOR ANTEC
Following closing of this transaction, the new, combined business will focus on
the enormous opportunity of bringing the Internet and next generation services
to the cable market. The new company intends to leverage its broad research and
development capabilities, the vast international acceptance for Arris
Interactive products and solutions, as well as its current offerings in
optical, radio frequency (RF) and network powering products for hybrid
fiber-coaxial (HFC) system operators worldwide.
"This transaction represents a `hairpin turn' for ANTEC as we position
ourselves to lead the charge to broadband," said Bob Stanzione, president and
chief executive officer, ANTEC. "This transaction will simplify the
relationship with our customers, give us the broadband local access
technologies our customers require, and enable us to gain Nortel Networks as a
major shareholder and global marketing ally."
Based in Suwanee, Georgia, near Atlanta, Arris Interactive was formed by Nortel
Networks and ANTEC in 1995 to focus on next generation cable solutions. It has
approximately 395 employees and its product portfolio includes Cornerstone* and
Packet Port*, the market-leading products in cable telephony and combined
Internet access and cable telephony respectively. Arris had revenues of US$329
million last year. In the first half of 2000, Arris Interactive recorded
revenues of US$254 million, an increase of 142 percent over the year-earlier
period. About one-half of Arris Interactive revenues during these periods were
from sales to ANTEC.
Together, ANTEC and Arris Interactive are already the global leaders in cable
telephony with a 70 percent market share, according to a report published in
May 2000 by Cahners In-Stat. Cahners In-Stat also expects the cable telephony
market to grow from an estimated US$293 million last year to US$7 billion in
2004.
Packet Port and the Packet Port vision have been widely praised as a unique
solution that revolutionizes the Internet-by-cable market by bringing Internet
and voice services to the residential market in one compact package. The new
company plans to build upon that vision with further solutions that drive the
market, and deliver new solutions and revenue streams to cable service
providers.
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The Internet-by-cable market is enjoying strong growth. The Strategis Group
forecasts that some 9.6 million people will get their Internet access via cable
in 2004, up from 1.1 million in 1999, a growth rate of 54 percent per year.
Upon closing the transaction, Nortel Networks will nominate two members to the
board of directors of the new company and will work closely with the new
company to market their complementary solutions to cable providers worldwide.
"Together, Nortel Networks and the new company will offer a broad end-to-end
solution for cable providers seeking to enter the new world," Pusey said. "This
realignment will give the combined business the depth of skills and resources
to lead its market. And it will enable Nortel Networks to focus on building a
set of Local Internet solutions with the speed, performance, reliability and
economics to conquer the `last mile' bottleneck and deliver new, intelligent,
high-performance Internet services to millions of homes and businesses."
The deal is expected to close in the first quarter of 2001, and is subject to
customary regulatory approvals and approval by ANTEC shareholders. The
transaction (excluding any one-time gains) is expected to be neutral to Nortel
Networks earnings per share from operations in calendar year 2001. The
acquisition is not expected to impact Nortel Networks previously announced 2000
and 2001 financial guidance.
ANTEC Corporation (www.antec.com) is an international communications technology
company serving the broadband information transport industries. ANTEC
specializes in the manufacturing and distribution of products for hybrid
fiber-coax broadband networks, as well as the design and engineering of these
networks. Headquartered in Duluth, Georgia, ANTEC has sales offices in Europe,
Asia/Pacific and Latin America; major offices in Duluth, Georgia and Englewood,
Colorado; and manufacturing facilities in Juarez, Mexico, El Paso, Texas, and
Rock Falls, Illinois.
Nortel Networks is a global Internet and communications leader with
capabilities spanning Optical, Wireless, Local Internet and eBusiness. The
Company had 1999 U.S. GAAP revenues of US$21.3 billion and serves carrier,
service provider and enterprise customers globally. Today, Nortel Networks is
creating a high-performance Internet that is more reliable and faster than ever
before. It is redefining the economics and quality of networking and the
Internet, promising a new era of collaboration, communications and commerce.
Visit us at www.nortelnetworks.com.
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Antec and the new holding company will be filing a registration statement,
which will contain a proxy statement/prospectus of Antec, and other documents
with the Securities and Exchange Commission. Investors and stockholders are
urged to read the proxy statement/prospectus and any other relevant documents
filed with the SEC when they become available because they will contain
important information. Investors and stockholders will be able to receive the
proxy statement/prospectus and other documents filed by ANTEC and the new
holding company free of charge at the SEC's web site, www.sec.gov, or from
Antec Investor Relations at 11450 Technology Circle, Duluth, Georgia 30097,
Attention: James A. Bauer. ANTEC and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
stockholders of ANTEC in connection with the realignment. Information about the
directors and executive officers of ANTEC and their ownership of ANTEC stock is
set forth in the proxy statement for ANTEC's 2000 annual meeting of
stockholders held on May 4, 2000. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus when it becomes available.
Certain information included in this press release is forward-looking and is
subject to important risks and uncertainties. The results or events predicted
in these statements may differ materially from actual results or events.
Factors which could cause results or events to differ from current expectations
include, among other things: the impact of price and product competition; the
dependence on new product development; the impact of rapid technological and
market change; the ability of Nortel Networks to make acquisitions and/or
integrate the operations and technologies of acquired businesses in an
effective manner; general industry and market conditions and growth rates;
international growth and global economic conditions, particularly in emerging
markets and including interest rate and currency exchange rate fluctuations;
the impact of consolidations in the telecommunications industry, the
uncertainties of the Internet; stock market volatility; the ability of Nortel
Networks to recruit and retain qualified employees; and the impact of increased
provision of customer financing by Nortel Networks. For additional information
with respect to certain of these and other factors, see the reports filed by
Nortel Networks with the United States Securities and Exchange Commission.
Nortel Networks disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
-end-
*Nortel Networks, the Nortel Networks logo, the Globemark, Cornerstone,
Succession and Preside are trademarks of Nortel Networks. Packet Port is a
trademark of ANTEC.
