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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 November 13, 2000, ANTEC Corporation held an analyst meeting
to provide further guidance on its acquisition of Nortel Networks' ownership
interest in Arris Interactive L.L.C. and the development of a new company called
Arris International Inc. The following is the slide show presented at the
analyst meeting on November 13, 2000:
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[PHOTO]
[PHOTO]
[PHOTO]
ANTEC CORPORATION
(NASDAQ: ANTC)
UBS Warburg
Fifth Annual Global
Telecom Conference
Plaza Hotel, New York City
November 13, 2000
Bob Stanzione, President & CEO
Jim Bauer, Investor Relations
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THE NEW ANTEC
Forward looking statements: The statements in this presentation that
use such words as "believe", "expect", "intend", "anticipate", "contemplate",
"estimate", or "plan" or similar expressions are forward-looking statements. Our
business is dependent upon general economic conditions as well as competitive,
technological, and regulatory developments and trends specific to our industry
and customers. These conditions and events could be substantially different than
we believe or expect and these differences may cause our actual results to
differ materially from the forward-looking statements we have made or the
results, which could be expected to accompany such statements. Specific factors
which could cause such material differences include the following: Design or
manufacturing defects in our products which could curtail sales and subject us
to substantial costs for removal, replacement and reinstallation of such
products; manufacturing or product development problems that we do not
anticipate because of our relative experience with these activities; an
inability to absorb or adjust our costs in response to lower sales volumes than
we anticipate; unanticipated costs or inefficiencies from the ongoing
consolidation of certain of our activities; loss of key management, sales or
technical employees; decisions by our larger customers to cancel contracts or
orders as they are entitled to do or not to enter into new contracts or orders
with us because of dissatisfaction, technological or competitive changes,
changes in control or other reasons; and inability as a result of our relative
experience to deliver construction services within anticipated costs and time
frames which could cause loss of business, operating losses and damage claims.
The above listing of factors is representative of the factors which could affect
our forward-looking statements and is not intended as an all encompassing list
of such factors. In providing forward-looking statements we are not undertaking
any obligation to update publicly or otherwise these statements, whether as a
result of new information, future events or otherwise.
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ANTEC + ARRIS, LLC = ARRIS INTERNATIONAL
FOCUSED ENERGY...
We are focused on broadband local access. Our combined strengths
enable delivery of complete network solutions as well as products for
high-speed data, voice and optical infrastructure for broadband networks. Our
unique optical and digital technologies will accelerate the expansion of cable
telephony.
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ANTEC
ON OCTOBER 18TH, ANTEC AND NORTEL NETWORKS ANNOUNCED THAT ANTEC WILL ACQUIRE
NORTEL'S INTEREST IN OUR JOINT VENTURE COMPANY, ARRIS INTERACTIVE, LLC...
- ANTEC acquires Nortel's 81.25% interest in the JV for 33 million shares
of the new Arris stock plus $325M in cash
- The new Arris common stock outstanding will total 71.1 million
- Nortel will own 46.5% of the new Arris common shares
- Existing ANTEC shareholders will own the remainder of outstanding
shares
- The new company will have a new name - Arris International
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ANTEC
ARRIS INTERNATIONAL WILL BE UNIQUELY POSITIONED TO MEET INDUSTRY NEEDS FOR
LOCAL BROADBAND ACCESS.
- Ever increasing demand for bandwidth...
- Competition in the local loop...
- Requirement to create new revenue...
Ongoing growth will be driven by:
- explosive demand for cable telephony - $7B in 2004*
- installed cable telephony capacity of 12,000,000 lines
- resurgence in international spending
- introductions of next generation products
- continuing domestic upgrade spending
*Cahners Report
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FACILITIES
[Map of facilities around the world.]
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ANTEC
THE NEW COMPANY WILL BE MARKEDLY DIFFERENT FROM THE EXISTING ANTEC WITH...
-
- 2001 pro forma revenues of ~ $1.6 to $1.7 billion
- Gross margins of approximately 30%
- Ongoing R&D investment of approximately $100 million annually
- International revenues expected to be in excess of $300 million
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ANTEC
STRATEGIC RATIONALE FOR TRANSACTION OFFERS ANTEC THE
FOLLOWING POTENTIAL BENEFITS...
- Accelerates new product speed to market
- Full participation in converged service networks.
- Simplifies and clarifies customer focus and
approach to market.
- Nortel Networks will be a marketing partner and a
significant shareholder with two board seats
- Allows the unlocking of market valuation
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END TO END SOLUTIONS--
TOTAL SYSTEM SUPPORT
[This slide depicts the entire system of the HFC Network--from the Home to the
Headend. It includes pictures of the following parts and accessories: Taps,
Passives, Cable Modems, Voice Ports, Line Extender, Splitter, Pedestals,
Enclosures, TSP, Mini-Bridger, Optical Node, Fiber Loop, Splice Enclosures,
Track Link Software, Transmitter, 1550 TX, HDT, EDFA, RF MGMT, and CMTS.]
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HFC NETWORKS ARE THE MOST EFFICIENT
WAY TO PROVIDE INCREASED BANDWIDTH...
AND ANTEC KNOWS HFC NETWORKS...
-----
-- $801M 9 mos. 2000 revenues; up 38% over 1999
-- Invented hybrid fiber coax architectures with Laser Link(TM)
-- Everything for broadband HFC network solutions...Headend to Home
-- World leader in cable telephony
<TABLE>
<CAPTION>
CABLE TELEPHONY & INTERNET BROADBAND & OPTICAL
-------------------------- -------------------
<S> <C>
- Cable Telephony - EDFA's, DWDM
- Internet Access - RF Amplifiers
- IP (Internet Protocol) Systems
POWERING & OSP SUPPLIES & SERVICES
-------------- -------------------
- Power Supplies One-Stop-Shop
- Fiber Splice Enclosures for HFC Operators
- Digital Splitters and Multi-Taps
</TABLE>
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BUSINESS MIX
MANAGEMENT ANTICIPATES THAT THE COMPANY'S REVENUE MIX FOR 2001E ON A PRO FORMA
BASIS WILL APPROXIMATE THE FOLLOWING:
PIE CHART ENTITLED 2001E PRO FORMA REVENUE MIX
Optical and Broadband Transmission
(18-22%)
Cable Telephony and Internet Access
(49-53%)
Supplies and Services
(13-17%)
Outside Plant and Powering
(11-14%)
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THE NEW ANTEC: FINANCIAL REPORT
REVENUE MOMENTUM CONTINUES...
DRIVEN BY DEMAND FOR BANDWIDTH AND SERVICES IN THE LOCAL LOOP
[Bar graph is for amounts from 1997 to estimate pro forma for 2001]
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THE NEW ANTEC: FINANCIAL REPORT
EARNINGS PER SHARE ALSO CONTINUES TO GROW
[Bar graph shows amounts from 1997 to estimate pro forma for 2001]
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SUMMARY
[Bar graph is for estimated revenue, gross margin and diluted cash EPS for 2000
and 2001]
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GROWTH MIX
OUR STRONGEST GROWTH WILL COME FROM CABLE TELEPHONY AND INTERNET ACCESS:
PIE CHART ENTITLED 2001E PRO FORMA REVENUE MIX
Optical and Broadband Transmission
(18-22%)
Cable Telephony and Internet Access
(49-53%)
Supplies and Services
(13-17%)
Outside Plant and Powering
(11-14%)
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ARRIS INTERACTIVE: #1 MARKET POSITION
Slide shows a map of the world and lists the following information about
customers, locations and initial contract data:
- Black Hills Fibercomm, South Dakota, Q399
- AT&T, 8 cities, from Sept. 98
- Cox, Orange Co., CA, October 97
- Cox, San Diego, CA, June 98
- Cox, Phoenix, AZ, Sept. 98
- Time Warner, Rochester, NY, October 96
- AT&T, Hartford, CT, October 96
- Eastlink, Canada, Q3 99
- Cox, Hartford, CT, January 98
- Cox, Omaha, NE, December 97
- TBA, Midwest, Q3 99
- Otelco, Alabama, Q1 99
- Cablevision, Long Island, NY -- July 97, Norwalk, CT, Feb. 99
- Ironton Tel., Pennsylvania, Q2 98
- Jones, Mid-Atlantic, Q4 97
- Globe, Newnan, GA, March 98
- Knology, 5 cities Southeast, July 97, Q1 98, Q4 98
- VTR TeleFonica, Santiago, Chile, June 97
- CBTC, Sao Paulo, Brazil, August 99
- Cablevision, Bariloche, Argentina, December 99
- Castell, Netherlands, Q1 99
- TSS, Germany, Q4 98
- Priority, Austria, Q4 98
- SPTA, Spain, q4 98
- CTC, Spain, Q1 99
- Retecal, Spain, Q1 99
- Jupiter Communications, Suginami, Japan, July 97
- Titus Communications, Kashiwa, Japan, July 97
- Bayantel, Manila, Philippines, July 99
OVER 1,000,000 LINES IN SERVICE
34 CITIES IN SERVICE
25 OPERATORS IN SERVICE
>50% SHARE
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ARRIS HAS SHIPPED 12 MILLION LINES OF HDT CAPACITY AND OVER 1,000,000 VOICE
PORTS.
OVER 1,000,000 LINES IN SERVICE
[Bar graph depicting the number of lines in service during January, March, May,
July, September and November during 1997, 1998, 1999 and 2000. Each bar is also
split by area as follows: NTNA, Europe, CALA, AsiaPac, Antec-AT&T,
Antec-non-AT&T]
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CORNERSTONE TODAY & TOMORROW
BROADBAND LOCAL ACCESS
Slides depict the system set-up for each of the following products --
Cornerstone (R) Voice, Cornerstone (R) Data and Cornerstone (R) Voice over IP.
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THE NEW ANTEC - CORNERSTONE
THE NEXT STEP... CORNERSTONE PACKET PORT
INTEGRATED INTERNET TELEPHONY, VIDEO, AND INTERNET ACCESS GATEWAY
- DOCSIS 1.1
- Outside plant hardened
- Based on proven Cornerstone technology
- Low "lifeline" network power consumption
- Four traditional phone lines for Internet Telephony [PHOTO]
and local Ethernet connection
- Continuous status monitoring
- Adelphia Deployment / AT&T Trial
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PACKET PORT EVOLUTION
TERMINALS FOR BROADBAND LOCAL ACCESS
[Illustration showing an arrow pointing to the left entitled "Increasing
Convergence of Services" and showing (from left to right) a Voice Port and a
Cable Modem, then a Packet Port, then a Converged Services Portal and a
Voice-Enabled Cable Modem]
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CORNERSTONE DATA HEADEND EVOLUTION
[Illustration showing an arrow pointing from left to right entitled "Voice over
IP Demands, Increasing Bandwidth per Subscriber & Increasing Reliability." Also
shows the following products from left to right: CMTS 1000, IP Access
System/Current Carrier Grade Headend, Multiservice Access System/2001 Carrier
Grade Headend and MiniFiber Node with dCMTS/Distributed Headend.]
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PROTECTING THE CUSTOMERS' INVESTMENT LEVERAGING THE INSTALLED BASE
[Illustration depicting the technical system setup for Cornerstone Voice
Port(R), Cornerstone Packet Port(R) and Cable Modems & Set-top Boxes.]
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PACKET PORT HOME NETWORKING
[Illustration of a home with various computer system configurations]
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CONVERGED SERVICES PORTAL
Other Access Applications
- Fiber
- Wireless
- MMDS
- Satellite
[PHOTO]
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THE NEW ARRIS INTERNATIONAL
(A NEW NAME - A NEW COMPANY)
- IN CONCLUSION...
- Poised for growth, driven by the underserved demand for broadband
local access.
- The leader in Cable Telephony with an immense installed base.
- Positioned for leadership in VoIP Technologies.
- A more diversified international base of customers.
UNLOCKING AND CREATING NEW VALUE FOR SHAREHOLDERS!
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SEC STATEMENT
ANTEC and the new holding company, currently named Broadband Parent
Corporation, will be filing a registration statement, which will contain a proxy
statement of ANTEC and a prospectus of Broadband Parent Corporation, and other
documents with the Securities and Exchange Commission (SEC). 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.
