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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 December 15, 2000, ANTEC Corporation and Nortel Networks Corporation
jointly issued a press release to provide further guidance on ANTEC's
acquisition of Nortel Neworks ownership interest in Arris Interactive L.L.C. The
following is a transcript of the joint press release issued on December 15,
2000:
FOR IMMEDIATE RELEASE DECEMBER 15, 2000
For more information:
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Nortel Networks Nortel Networks ANTEC
Business Media: Investment Analysts: All Inquiries:
David Chamberlin 800-901-7286 Jim Bauer
972-685-4648 905-863-6049 678-473-2647
[email protected] [email protected] [email protected]
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NORTEL NETWORKS, ANTEC PROVIDE UPDATE ON ARRIS TRANSACTION
BOSTON, Mass. and DULUTH, Ga. - Nortel Networks* Corporation [NYSE/TSE: NT] and
ANTEC [NASDAQ: ANTC] today provided an update on the timing of the transaction
to realign their cable businesses to create a leader in the broadband cable
access industry.
On October 18, 2000, the parties announced a transaction whereby ANTEC will
effectively acquire Nortel Networks ownership interest in Arris Interactive LLC,
a leading developer of broadband cable access technology and solutions.
Under the terms of the proposed transaction, Nortel Networks will effectively
transfer its 81.25 percent interest in Arris Interactive in return for 33
million shares of common stock in the newly combined company and approximately
US$325 million in cash, giving Nortel Networks an approximate 46.5 percent
ownership interest.
ANTEC had previously secured a US$550 million bank facility, of which
approximately US$325 million was to be used to fund the cash portion of the
consideration. Due to changes in industry and financial market conditions, the
proposed financing will need to be replaced.
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ANTEC is currently exploring its options in connection with replacing the
financing. Nortel Networks and ANTEC are working closely to move the transaction
to completion. The parties now expect the transaction to close in the first or
second quarter of 2001. The transaction remains 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.
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.
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*Nortel Networks, the Nortel Networks logo and the Globemark are trademarks of
Nortel Networks.
