8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 10, 2011

ARRIS Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-31254	58-2588724
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3871 Lakefield Drive, Suwanee, Georgia	30024
(Address of principal executive offices)	(Zip Code)

(678) 473-2000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report date)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

x Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 11, 2011, ARRIS Group, Inc., a Delaware corporation (the “Company”), and BigBand Networks, Inc., a Delaware corporation (“BigBand”), issued a joint press release announcing that they, along with Amsterdam Acquisition Sub, Inc., a wholly-owned subsidiary of the Company (“Acquisition Sub”), entered into an Agreement and Plan of Merger, dated October 10, 2011 (the “Merger Agreement”). A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In addition, on October 11, 2011, the Company provided supplemental information regarding BigBand and the transactions contemplated by the Merger Agreement in a presentation and conference call with analysts and investors. A copy of the presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Company also sent a letter via electronic mail to its employees describing the transactions. A copy of the letter to employees is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Additional Information

This Current Report on Form 8-K (this “Report”) relates to a planned tender offer by Acquisition Sub, a wholly-owned subsidiary of the Company, for all shares of outstanding common stock of BigBand, to be commenced pursuant to the Merger Agreement by and among the Company, Acquisition Sub and BigBand.

The planned tender offer referred to in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell any securities. At the time the planned tender offer is commenced, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”), and BigBand will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. All of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website, www.sec.gov. In addition, the Tender Offer Statement on Schedule TO and related offering materials may be obtained for free (when they become available) from the Company. BigBand stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the tender offer that are filed with the SEC carefully and in their entirety prior to making any decisions with respect to the tender offer because they contain important information, including the terms and conditions of the tender offer.

Forward Looking Statements

This Report and the exhibits furnished herewith contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the offer, the merger and the other transactions contemplated by the Merger Agreement. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks include, but are not limited to, the ability of the parties to the Merger Agreement to satisfy the conditions to closing specified in the Merger Agreement. More information about the Company and other risks related to the Company are detailed in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the Securities and Exchange Commission. The Company does not undertake an obligation to update forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, by and among ARRIS Group, Inc., Amsterdam Acquisition Sub, Inc. and BigBand Networks, Inc., dated October 10, 2011 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, File Number 001-33355, filed by BigBand Networks, Inc. on October 11, 2011)*
2.2	Tender and Voting Agreement, by and among ARRIS Group, Inc., Amsterdam Acquisition Sub, Inc. and certain stockholders of BigBand Networks, Inc., dated October 10, 2011 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, File Number 001-33355, filed by BigBand Networks, Inc. on October 11, 2011)
99.1	Joint Press Release of ARRIS Group, Inc. and BigBand Networks, Inc., dated October 11, 2011
99.2	Investor Presentation, dated October 11, 2011
99.3	Letter via Electronic Mail from ARRIS Group, Inc. to Employees, dated October 11, 2011

* Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARRIS Group, Inc.
By:	/s/    DAVID B. POTTS
	David B. Potts
	Executive Vice President and CFO

Date: October 11, 2011

Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger, by and among ARRIS Group, Inc., Amsterdam Acquisition Sub, Inc. and BigBand Networks, Inc., dated October 10, 2011 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, File Number 001-33355, filed by BigBand Networks, Inc. on October 11, 2011)*
2.2	Tender and Voting Agreement, by and among ARRIS Group, Inc., Amsterdam Acquisition Sub, Inc. and certain stockholders of BigBand Networks, Inc., dated October 10, 2011 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, File Number 001-33355, filed by BigBand Networks, Inc. on October 11, 2011)
99.1	Joint Press Release of ARRIS Group, Inc. and BigBand Networks, Inc., dated October 11, 2011
99.2	Investor Presentation, dated October 11, 2011
99.3	Letter via Electronic Mail from ARRIS Group, Inc. to Employees, dated October 11, 2011

* Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

EX-99.1

Exhibit 99.1

ARRIS Agrees to Acquire BigBand Networks

In all Cash Transaction

Building Leadership in Video Networking

Suwanee, GA and Redwood City, CA – October 11, 2011: ARRIS Group, Inc. (Nasdaq:ARRS) and BigBand Networks (Nasdaq:BBND) today announced that they have entered into a definitive agreement whereby ARRIS will acquire BigBand Networks for a purchase price of $2.24 per share in cash. This equates to a diluted equity value of approximately $172 million, or $53 million net of estimated BigBand cash on hand.

With the addition of BigBand’s experienced employees, this acquisition further extends ARRIS’ capabilities in the processing, management and distribution of digital video content and represents an important acquisition of innovative technologies and significant R&D investments that are expected to accelerate time-to-market and increase opportunities for ARRIS in several fast growing product areas. These include the Converged Cable Access Platform (CCAP) architecture defined by CableLabs^®, Local and Targeted Advertising, IP Video Distribution, and Advanced Video Processing and Compression. BigBand’s valuable patent portfolio, coupled with their expertise in digital video networking will enhance ARRIS’ technological leadership as service providers move to an all IP Converged Network Architecture.

Upon closing, ARRIS anticipates rapidly optimizing BigBand’s financial performance through meaningful operating synergies such as the elimination of public company costs and the alignment of sales, marketing, and R&D initiatives. ARRIS also anticipates that the transaction will be neutral to accretive on a non-GAAP basis for ARRIS shareholders by mid-2012 and will offer upside potential thereafter by addressing upcoming video network evolution opportunities with a more complete offering.

“We are both enthusiastic and optimistic about the BigBand acquisition because it builds on our stated business strategy of growing our current businesses into a more complete portfolio including a strong video product suite and investing in the evolution towards network convergence onto an all IP platform,” said Bob Stanzione, ARRIS Chairman & CEO. “In addition, the acquisition offers new opportunities to expand our customer base worldwide. We are delighted to welcome the BigBand employees to ARRIS.”

“The BigBand team is proud of its accomplishments over the last 12 years in developing innovative products that enable the transmission of digital television to consumers

around the world,” said Amir Bassan-Eskenazi, BigBand President and CEO. “We are excited to see this legacy live on and generate broader opportunities with continued innovation in media processing as part of the world-class product and service offerings provided by the ARRIS organization.”

The acquisition will be conducted by means of a tender offer for all of the outstanding shares of BigBand, which is expected to commence within ten business days and will be subject to customary closing conditions, including the acquisition by ARRIS of a majority of BigBand’s shares and the receipt of antitrust clearance in the United States if applicable.

The board of directors of BigBand has unanimously recommended that the shareholders of BigBand accept the offer. Redpoint Ventures and ValueAct Capital Partners, holders of 32% of the outstanding shares of BigBand, have agreed to tender their shares in the offer and to vote their shares in favor of the merger agreement and against any other transaction, subject to the provisions of the agreement. Completion of the transaction is expected to occur in late 2011.

UBS Investment Bank is acting as exclusive financial advisor and Troutman Sanders LLP is acting as legal counsel to ARRIS on this transaction. Centerview Partners, LLC is acting as the exclusive financial advisor and Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal counsel to BigBand on this transaction.

Conference Call and Webcast

A joint conference call and webcast with a presentation and discussion of this transaction will be held at 8:30am Eastern Time on Tuesday, October 11, 2011. The conference call will be available at:

http://www.media-server.com/m/p/g5c8dhbn/dformat/wmv

Presentation materials for the call will also be available for viewing in the Investor Relations section of the ARRIS (www.arrisi.com) website. Those wishing to participate in the conference call via telephone may dial in at (888) 713-4209, international at (617) 213-4863, access code: 75039679. A replay of the conference call will be available from 11:30am Eastern Time on October 11, 2011 through October 14, 2011 by dialing (888) 286-8010, international at (617) 801-6888, access code: 28210510. The conference call replay will also be available via webcast through the ARRIS Investor Relations website at www.arrisi.com.

About ARRIS

ARRIS is a global communications technology company specializing in the design, engineering and supply of technology supporting triple- and quad-play broadband services for residential and business customers around the world. ARRIS supplies broadband operators with the tools and platforms they need to deliver converged IP video solutions, carrier-grade telephony, demand driven video, next-generation advertising, network and workforce management solutions, access and transport architectures and ultra high-speed data services. Headquartered in Suwanee, Georgia, USA, ARRIS has R&D centers in Suwanee, GA; Beaverton, OR; Lisle, IL; Kirkland, WA; State College, PA; Wallingford, CT; Waltham, MA; Cork, Ireland; and Shenzhen, China; and operates support and sales offices throughout the world. Information about ARRIS products and services can be found at www.arrisi.com.

About BigBand Networks

BigBand Networks provides broadband service providers with innovative digital video networking solutions designed to make it easier to move, manage and monetize video. These solutions are based on BigBand’s video-networking platforms that are built to enable efficient and reliable delivery across a wide range of services, including digital TV, high definition TV, advanced advertising, IPTV, video-on-demand and interactive TV. BigBand has done business with more than 200 customers in North America, Asia and Europe — including eight of the ten largest cable and telco service providers in North America. BigBand is based in Redwood City, Calif., with offices worldwide. For additional information about the company, please call (650) 995.5025, or visit www.bigbandnet.com.

Additional Information and Where to Find It

The tender offer described in this release has not yet commenced, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, ARRIS will cause a new subsidiary to file a tender offer statement on Schedule TO with the SEC. BigBand stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by BigBand with the SEC because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents

once they become available may be obtained free of charge by directing a request to ARRIS at (678) 473-2647. A copy of the tender offer statement and the solicitation/recommendation statement also will be made available to all stockholders of BigBand by contacting BigBand’s Investor Relations at (650) 995-5025.

This communication may be deemed to be solicitation material in respect of the proposed acquisition of BigBand by ARRIS. In connection with the proposed acquisition, BigBand intends to file relevant materials with the SEC, including, if necessary, a proxy statement in preliminary and definitive form. BigBand stockholders are strongly advised to read all relevant documents filed with the SEC because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, documents will also be available for free from BigBand by contacting BigBand’s Investor Relations at (650) 995-5025.

Participants in Solicitation

ARRIS and its directors and executive officers, and BigBand and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of BigBand common stock in respect of the proposed transaction. Information about the directors and executive officers of ARRIS is set forth in the proxy statement for ARRIS’ 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2011. Information about the directors and executive officers of BigBand is set forth in the proxy statement for BigBand’s 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2011. Investors may obtain additional information regarding the interest of such participants by reading the tender offer materials regarding the acquisition when they become available.

Forward Looking Statement

This press release contains forward looking statements. These statements include, among others, accelerating time to market, increasing opportunities for ARRIS, plans to optimize BigBand’s performance, the transaction being neutral to accretive by mid-2012 and offering upside potential thereafter, being optimistic about the acquisition, the acquisition offering new opportunities to expand the customer base, generate broader opportunities, continued innovation, and the time frame during which the acquisition is expected to close. Statements regarding future events are based on the parties’ current expectations. The statements in this press release and presentation that use such words as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “estimate,” or “plan,”

or similar expressions are also forward looking-statements. Actual results may differ materially from those contained in any forward-looking statement. Specific factors that could cause material differences include, among other things, shareholder approval of the acquisition, regulatory approval of the acquisition, the potential impact on the business of BigBand due to uncertainty about the acquisition, the retention of employees of BigBand, the ability of ARRIS to successfully integrate BigBand’s opportunities, technology, personnel and operations, and the customer demand for our products. The above listing of factors is representative and is not intended as an all-encompassing list of factors. For additional factors please see our respective Form 10-Qs for the quarter ended June 30, 2011. We disclaim any obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

ARRIS	BigBand
Investor Relations	Investor Relations
Jim Bauer	Erica Abrams, BlueShirt Group
Phone: 678-473-2647	Phone: 415-217-5864
Mobile: 847-727-7373
jim.bauer@arrisi.com	erica@blueshirtgroup.com
Press	Press
Alex Swan	Kelly Delany
Phone: 678-473-8327	Phone : 650-995-5025
Mobile: 404-307-5485	Mobile : 650-454-7753
alex.swan@arrisi.com	kelly.delany@bigbandnet.com

EX-99.2

ARRIS Announces

Acquisition of BigBand

Networks

Building Leadership in Video Networking

October 11, 2011

Exhibit 99.2

Safe Harbor

October 11, 2011

2

ARRIS Acquires BigBand Networks Conference Call

This

presentation

contains

forward

looking

statements.

These

statements

include,

among

others, accelerating time to market, increasing opportunities for ARRIS, plans to optimize

BigBand Networks’

performance, the transaction being neutral to accretive by mid-2012 and

offering upside potential thereafter, being optimistic about the

acquisition, the acquisition

offering new opportunities to expand the customer base, generate

broader opportunities,

continued innovation, and the time frame during which the acquisition is expected to close. 

Statements

regarding

future

events

are

based

on

the

parties’

current

expectations.

The

statements

in

this

press

release

and

presentation

that

use

such

words

as

“believe,”

“expect,”

“intend,”

“anticipate,”

“contemplate,”

“estimate,”

or “plan,”

or similar expressions are also

forward looking-statements.  Actual results may differ materially from those contained in any

forward-looking statement.  Specific factors that could cause material differences include,

among other things, shareholder approval of the acquisition, regulatory approval of the

acquisition, the potential impact on the business of BigBand Networks due to uncertainty

about the acquisition, the retention of employees of BigBand Networks, the ability of ARRIS to

successfully integrate BigBand Networks’

opportunities, technology, personnel and

operations,

and

the

customer

demand

for

our

products.

The

above

listing

of

factors

is

representative and is not intended as an all-encompassing list of factors.  For additional

factors please see our respective Form 10-Qs for the quarter ended June 30, 2011.  We

disclaim any obligation to update forward-looking statements, whether as a result of new

information, future events or otherwise.

Important Information

The planned tender offer referred to in these materials has not yet commenced. This

description is not an offer to buy or the solicitation of an offer to sell any securities. At the time

the planned tender offer is commenced, the Company will file a Tender Offer Statement on

Schedule TO with the Securities and Exchange Commission (“SEC”), and BigBand Networks

will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the

tender offer.  The Tender Offer Statement (including an offer to

purchase, a related letter of

transmittal and other tender offer documents) and the Solicitation/Recommendation Statement

will contain important information that should be read carefully

before making any decision to

tender securities in the planned tender offer.  All of those materials (and all other tender offer

documents filed with the SEC) will be made available at no charge on the SEC’s website,

www.sec.gov.  In addition, the Tender Offer Statement on Schedule TO and related offering

materials may be obtained for free (when they become available) from the Company.

October 11, 2011

3

ARRIS Acquires BigBand Networks Conference Call

Transaction Summary…

$2.24 in Cash per BigBand share or ~$172 million

~$53

million

net

of

cash

on

hand

Tender Offer

Unanimous BigBand Board Recommendation

Voting Agreement with two largest BigBand

shareholders (~32% ownership)

Majority shareholder acceptance in tender offer period

Customary Regulatory Approval

Late 2011

Neutral/Accretive (non-GAAP) by mid-2012

Estimated $18M transaction and transition costs

~$20M in cash tax benefit from NOLs over time

Offer Price:

Form:

Support Agreements:

Closing Conditions:

Target Closing:

Key Metrics:

4

ARRIS Acquires BigBand Networks Conference Call

October 11, 2011

1. BigBand cash on hand estimated to be  $119 M

1

Strategic Rationale…

October 11, 2011

5

ARRIS Acquires BigBand Networks Conference Call

Acquisition Builds on ARRIS Strategy…

Maintain a strong capital structure, mindful of our 2013 debt maturity,

share repurchase opportunities and other capital needs including M&A

Grow our current businesses into a more complete portfolio including a

strong

video

product

suite.

Continue

to

invest

in

the

evolution

toward

enabling true network convergence onto an all IP platform  (Convergence

Enabled.)

Continue

to

expand

our

product/service

portfolio

through

internal

developments, partnerships and acquisitions

Expand our international business and begin to consider opportunities in

markets other than cable

Continue to invest in and evolve the ARRIS talent pool to implement the

above…

6

Convergence Enabled.   A World Where Broadband Communication and

Entertainment Services can be Consumed Anywhere, Anytime

October 11, 2011

ARRIS Acquires BigBand Networks Conference Call

BigBand Company Overview

-

Innovator and Market Leader

Founded in 1998

-

Headquarters: Redwood City, CA

-

Research & Development: Tel Aviv, Israel;

Shenzhen, China; Westborough, MA

Leader in Digital Video Networking

-

Advanced Advertising

•

AT&T Local Advertising

•

1 Billion+ transactions /year

-

Switched Digital Video (SDV)

•

39 million homes passed

•

Cox Expansion Q2 2011

-

Universal EdgeQAMs

•

900K channels shipped

•

Beijing Gehua VoD launch Q2 2011

-

Broadcast Video

•

5000 chassis deployed

•

Verizon FiOS TV

North America: Top 2 Telcos, 9 of top 10 Cable Operators

200+ global customers, 50+ million subscribers

North America: Top 2 Telcos, 9 of top 10 Cable Operators

200+ global customers, 50+ million subscribers

October 11, 2011

Broadcast

Video

Broadband

Media Router

(BMR)

Broadcast Video

+ Zoned

Advertising

BigBand Networks Product Strategy:

Transition from Broadcast to Personal Video

Broadcast

1:1 Personalization

Personal

Video

Broadcast

Video

Switched

Digital

Video

Switched Video

(Multicast)

Converged Video

Exchange

(CVEx™)

SDV/vIP

Universal Edge

QAM (BEQ™)

MSP

QAM

High

Performance

IPTV

Addressable

Ads/Personal

Services

1:1 Personalized

Video (Unicast)

Media

Services

Platform

(MSP)

ARRIS Acquires BigBand Networks Conference Call

8

October 11, 2011

ARRIS and BigBand…

Early CCAP Readiness and Market Share

Demand for ultra-dense EdgeQAM platforms is beginning now

-

BigBand MSP deployable now

-

Graceful migration to full IP when used in combination with the E6000™

Support a wider variety of network architecture and deployment options

Opportunity to include innovative video processing capabilities on the same platform

Downstream

Upstream

CCAP -

Integrated

Data

Voice

IP Video

Upstream

CCAP -

Modular

Data

Voice

IP Video

MPEG Video

MSP2800

BEQ

D5

MSP1200

40+ chan / port

8 chan / port

E6000™

9

October 11, 2011

ARRIS Acquires BigBand Networks Conference Call

E6000™

ARRIS + BigBand

Improved Market Position

Edge Access

•

Accelerate Modular CCAP time to market

•

Leverage MSP and BEQ footprint for future E6000 sales

•

Increases current EdgeQAM market share

Video Processing

•

Multiplexing, Rate Shaping, Bandwidth Clamping, and Video

Grooming

•

Promote BMR footprint expansion with MSP

•

MSP video processing capabilities complementary to ARRIS VIPr

transcoding product line

Advertising

•

Expand Telco IP Video Targeted Ad Insertion and Broadcast

Video to additional markets

•

Exploit synergies with ARRIS Ad Insertion offering

SDV

•

Expand base of BigBand’s market leading CVEx SDV Solutions

•

SDV Growth creates demand for EdgeQAM (MSP, BEQ, D5)

10

ARRIS Acquires BigBand Networks Conference Call

October 11, 2011

Operating Plan…

Ready to Implement at Closing

October 11, 2011

11

ARRIS Acquires BigBand Networks Conference Call

Financial Metrics Going Forward…

12

October 11, 2011

ARRIS Acquires BigBand Networks Conference Call

Benefits of Transaction to ARRIS…

October 11, 2011

13

ARRIS Acquires BigBand Networks Conference Call

THANK YOU

ARRIS Acquires BigBand Networks Conference Call

14

October 11, 2011

Questions and Answers

ARRIS Acquires BigBand Networks Conference Call

15

October 11, 2011

EX-99.3

Exhibit 99.3

October 11, 2011

To All ARRIS Employees:

We are pleased to inform you today that ARRIS and BigBand Networks announced that we have entered into a definitive agreement whereby ARRIS will acquire BigBand Networks by means of a tender offer.

With the addition of BigBand’s experienced employees, this acquisition further extends ARRIS’ capabilities in the processing, management and distribution of digital video content and represents an important acquisition of innovative technologies that will accelerate time-to-market and increase opportunities for ARRIS in several fast growing product areas. These include the Converged Cable Access Platform (CCAP) architecture defined by CableLabs^®, Local and Targeted Advertising, IP Video Distribution, and Advanced Video Processing and Compression. BigBand’s valuable patent portfolio, coupled with their expertise in digital video networking will enhance ARRIS’ technological leadership as the telecommunications industry moves to an all IP Converged Network Architecture. And BigBand’s success in penetrating the telco markets with their advertising and video networking technologies will give ARRIS additional Customer and Segment Diversification.

Please join me in welcoming the BigBand Networks employees around the world who will be joining our organization once the transaction is complete. BigBand has a significant presence in Tel Aviv, Israel; Shenzhen, China; Redwood City, CA; and Westborough, MA. These sites will complement ARRIS existing facilities around the world.

Over the next several weeks, while we await regulatory and shareholder acceptance, we will begin planning the transition to one organization, making sure to understand the strengths of each organization and to build upon them. Although many decisions have yet to be determined, we will continue to communicate with employees as the process proceeds, in anticipation of a closing date in late 2011.

In the meantime, it is business as usual as we have customers to serve and products to build. Please stay focused and continue executing on our current business plans in order to realize the success we know we are capable of achieving. I would like to thank you for your solid efforts to date that have positioned us to make this next exciting step that we are announcing today possible and look forward to your continued support as we work together to achieve our desired results for our customers, shareholders and very importantly each of you.

Bob Stanzione

Chairman and Chief Executive Officer

ARRIS

Additional Information and Where to Find It

The tender offer described in this release has not yet commenced, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, ARRIS will cause a new subsidiary to file a tender offer statement on Schedule TO with the SEC. BigBand stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by BigBand with the SEC because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents once they become available may be obtained free of charge by directing a request to ARRIS at (678) 473-2647. A copy of the tender offer statement and the solicitation/recommendation statement also will be made available to all stockholders of BigBand by contacting BigBand’s Investor Relations at (650) 995-5025.

This communication may be deemed to be solicitation material in respect of the proposed acquisition of BigBand by ARRIS. In connection with the proposed acquisition, BigBand intends to file relevant materials with the SEC, including, if necessary, a proxy statement in preliminary and definitive form. BigBand stockholders are strongly advised to read all relevant documents filed with the SEC because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, documents will also be available for free from BigBand by contacting BigBand’s Investor Relations at (650) 995-5025.

Participants in Solicitation

ARRIS and its directors and executive officers, and BigBand and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of BigBand common stock in respect of the proposed transaction. Information about the directors and executive officers of ARRIS is set forth in the proxy statement for ARRIS’ 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2011. Information about the directors and executive officers of BigBand is set forth in the proxy statement for BigBand’s 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2011. Investors may obtain additional information regarding the interest of such participants by reading the tender offer materials regarding the acquisition when they become available.

2