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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 July 2, 2001, ANTEC Corporation issued the following press release
relating to its pending acquisition of Nortel Neworks ownership interest in
Arris Interactive L.L.C.:
FOR IMMEDIATE RELEASE CONTACT: Jim Bauer
Investor Relations
(678) 473-2647
jim.bauer@antec.com
ANTEC'S ARRIS TRANSACTION REGISTRATION STATEMENT
DECLARED EFFECTIVE BY SEC
1999 AND 2000 NON-OPERATING RESULTS RESTATED
TO CONFORM WITH PRIOR ARRIS ACCOUNTING METHODOLOGY
DULUTH, GA. (JULY 2, 2001) ANTEC Corporation (NASDAQ:ANTC) today announced that
the Securities and Exchange Commission ("the SEC") has declared effective the
amended Form S-4 Registration Statement which the Company originally filed with
the SEC on April 13, 2001 for its previously announced agreement with Nortel
Networks Corporation (NYSE/TSE:NT) to realign their cable businesses in order to
create a new company to lead the broadband access industry.
"We're very pleased that the SEC has completed its review of our filing and that
we can now proceed with the combination of ANTEC and Arris Interactive LLC,"
said Bob Stanzione, ANTEC President & CEO. "A proxy statement will be mailed to
existing ANTEC shareholders and a special shareholders' meeting has been
scheduled for July 25, 2001 to approve the transaction. Assuming all necessary
approvals are obtained, we now expect the transaction to close by the end of
July and for the stock of the new company to begin trading under the Nasdaq
stock symbol of ARRS immediately thereafter," added Stanzione.
As announced on April 9, 2001, ANTEC and Nortel Networks reached an amended
agreement, whereby Nortel Networks will transfer to the new company its
membership interest in Arris Interactive in return for 37 million shares of
common stock in the new company. Nortel Networks will then own
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approximately 49.2% of the new company and ANTEC shareholders will own the
remaining 50.8%. ANTEC shareholders will receive one share of the new company's
stock for each share of ANTEC that they own. Additional details of the
transaction are contained in the Registration Statement.
ANTEC also reported today that as part of its discussions with the SEC, it
agreed that the non-recurring, non-operating and non-cash pre-tax gains in 1999
and 2000 which were recognized upon Nortel Networks' contribution of the LANcity
business into Arris Interactive, would be restated to reflect the historic cost
basis accounting methodology used by Nortel Networks and Arris Interactive at
the time of the LANcity transaction. As disclosed at the time of the
transaction, ANTEC, with the advice and concurrence of its independent auditors
and consistent with the SEC's Staff Accounting Bulletin No. 51, Accounting for
Sales of Stock by a Subsidiary, used a fair market valuation methodology. The
Company has revised the manner in which it accounted for the LANcity transaction
at this time in order to be consistent with the accounting methodology used by
Arris to record the transaction. A revised Form 10-K for the year ended December
31, 2000 and a revised Form 10-Q for the quarter ended March 31, 2001 have been
filed with the SEC. There was no effect on operating earnings or results as a
consequence of changes in accounting treatment for the LANcity transaction in
either of the effected years.
ANTEC Corporation (http://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.
Forward-looking statements:
This press release includes forward-looking statements, including ANTEC's
estimate of when and whether the closing of the transaction will occur. Actual
results may differ materially from those suggested by the forward-looking
statements. Factors that could yield a different result include the requirement
that the transaction be approved by ANTEC's shareholders, the existence of
various closing conditions, including ones requiring that ANTEC obtain new bank
financing and that the indebtedness by Arris Interactive to Nortel Networks not
exceed an agreed-upon level, and general conditions in ANTEC's primary markets,
which include the sale of hybrid fiber-coaxial cable products to cable system
operators.
ANTEC and the new holding company have filed a registration statement, which
contains a proxy statement/prospectus of ANTEC, and other documents with the
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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, their ownership of ANTEC stock and their interests in the realignment
is set forth in the proxy statement/prospectus. Investors may obtain additional
information regarding the directors and executive officers in ANTEC's Annual
Report on Form 10-K, as amended, for the year ended December 31, 2000.
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