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Arris and Tandberg to merge

19 January 2007

Arris and Tandberg Television have reached an agreement to combine the two companies through an acquisition of all outstanding Tandberg Television shares by Arris. The offer price of NOK 96 consists of NOK 80 cash and NOK 16 shares in Arris, although Arris can increase the cash portion of the offer at its discretion.

The aggregate purchase is expected to be $1,214m at current exchange rates. The transaction is expected to be completed in Q2 2007 and is subject to regulatory and other customary approvals, as well a, to ARRIS receiving valid and unconditional acceptances of the offer from shareholders representing more than 90% of the shares.

Following thorough review, the board of directors of Tandberg Television has unanimously recommended the shareholders accept the Arris offer. “The on-going industry consolidation amongst our key customer base creates a demand for companies that can offer an increasing scale and scope of supply on a global basis. The combination of Arris and Tandberg Television clearly creates that market-leading supplier of voice, video and data solutions. Further, the NOK 96 offer price represents a substantial premium of 47% to Tandberg Television’s 90 trading day average share price,” said Jan Christian Opsahl, chairman of Tandberg Television.

Combining the resources and experience of Arris and Tandberg Television will produce a new company, unique in its ability to enable voice, video and data over any network and to any device. Arris is a leading global provider of VoIP data broadband network equipment and consumer premises devices, while Tandberg Television leads the digital video sector with more than 25% share of the global video processing market and award-winning solutions for advanced compression, on-demand and interactive television.

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