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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. 

Daniel Frankel
Daniel Frankel

Daniel Frankel is the managing editor of Next TV, an internet publishing vertical focused on the business of video streaming. A Los Angeles-based writer and editor who has covered the media and technology industries for more than two decades, Daniel has worked on staff for publications including E! Online, Electronic Media, Mediaweek, Variety, paidContent and GigaOm. You can start living a healthier life with greater wealth and prosperity by following Daniel on Twitter today!