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Arris’ $7.4B CommScope Buyout Draws Shareholder Lawsuit

Arris is being sued by an investor who claims its Dec. 26 proxy statement doesn’t provide enough information about the company’s proposed $7.4 billion buyout by CommScope.

The complaint, obtained by Bloomberg, and filed in the U.S. District Court for the Southern District of New York, was filed by Louise Agnes-Sampson. She claims that with a Feb. 1 shareholders meeting to vote on the proposed deal coming up, “It is therefore imperative that the material information that has been omitted from the proxy is disclosed prior to the shareholder vote so Arris shareholders can properly exercise their corporate suffrage rights.”

Those named in the suit include Arris Chairman Bob Stanzione and CEO Bruce McClelland.

Related: CommScope Buys Arris in $7.4B Deal

“On December 19, 2018, the defendants filed a materially incomplete and misleading proxy with the SEC and disseminated it to Arris’ shareholders,” the suit claims.

The proxy, the suit adds, “fails to provide enough information regarding financial projections for the company. In particular, the proxy fails to disclose: Arris’ projected unlevered free cash flows and its underlying line items; all line items used to calculate Arris’ non-GAAP EBITDA; a reconciliation of all non-GAAP to GAAP metrics; and Arris’ projections for the years 2022 and 2023.

Arris reps haven’t yet responded to MCN’s inquiry for comment.