Exhibit 2.1 TRANSACTION AGREEMENT THIS AGREEMENT is entered into as of this 15th day of January, 2007, by and between Tandberg Television ASA, a Norwegian public limited liability company listed on the Oslo Stock Exchange with its principal place of business at Frystikkalléen 3, 0661 Oslo, Norway (“Tandberg”), and ARRIS Group, Inc., a Delaware corporation with its principal place of business at 3871 Lakefield Drive, Suwanee, Georgia, USA (“ARRIS”). RECITALS WHEREAS, ARRIS intends to enter into a business combination with Tandberg pursuant to a recommended public offer (the “Offer”) for the outstanding securities of Tandberg. WHEREAS, as incentive for ARRIS to prepare and launch the Offer and in consideration of the time and expenses both parties will undertake with respect to the Offer, the parties wish to set forth certain understandings and arrangements. NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other party hereby agrees as follows: 1. THE TRANSACTION 1.1 Press Announcement. (a) Contemporaneously with the execution of this Agreement, Tandberg and ARRIS shall issue a joint press release in the form attached hereto as Annex A (the “Press Announcement”) announcing the Offer for Tandberg shareholders to tender each of Tandberg’s issued and outstanding shares (the “Shares”) in exchange for consideration having a value of 96 Norwegian Kroner (“NOK”) per Share consisting of the following: (i) not less than NOK 80 in cash (the “Cash Consideration”) and (ii) shares of ARRIS common stock (the “Exchange Shares”) with a value of up to NOK 16 per Share (the “Share Consideration” and with the Cash Consideration, the “Offer Consideration”). ARRIS shall have the right to increase the amount of the Cash Consideration (with a corresponding and equal reduction in the value of the Share Consideration) so long as the total value of the Offer Consideration equals NOK 96 per Share. The number of Exchange Shares to be issued per Share shall be determined by dividing the amount of the Share Consideration by the Average Closing Price of the ARRIS common stock. In no event shall ARRIS be required to issue a number of Exchange Shares in excess of 19.9% of its common stock issued and outstanding on the date of settlement (the “Stock Threshold”). In the event the calculation of the number of Exchange Shares would exceed the Stock Threshold, the value of the Cash Consideration shall be increased by such an amount (and decrease the value of the Share Consideration by an equal amount) that the Exchange Shares are less than the Stock Threshold. ARRIS shall use its reasonable best efforts to issue the Exchange Shares without registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 802 under the Securities Act (the “Exempt Issuance”) and to ensure that all Exchange Shares issued under an Exempt Issuance shall be issued without any restrictions on transferability and the certificates representing such shares shall contain no restrictive transfer legends. In the event any Exchange Shares issued pursuant to an Exempt Issuance would be subject to restrictions on transferability (except with respect to any restrictions that result from the holder of such Exchange Shares being deemed an “affiliate” of ARRIS, as such term is defined in Rule 144 1
under the Securities Act), as determined by ARRIS, as reasonably consented to by Tandberg, as soon as practicable following the settlement of the Offer, but in no event later than three business days after completion of the Reconciliation (as defined below), ARRIS shall cause to be filed a registration statement for resale of such Exchange Shares on Form S-3 for a continuous offering under Rule 415 promulgated under the Securities Act, for an “Automatic Shelf Offering” (as defined in Rule 405 promulgated under the Securities Act)(the “S-3 Registration Statement”). In the event ARRIS is not eligible to use Form S-3, then ARRIS shall file a registration statement for resale of such Exchange Shares pursuant to a continuous offering on another available form, including Form S-1(the “S-1 Registration Statement”). ARRIS shall take all steps reasonably necessary to cause such registration statement to become effective under the Securities Act as promptly as possible and shall cause such registration statement to remain effective at all times until the date on which the Exchange Shares are sold or otherwise disposed of. In the event ARRIS concludes in its reasonable judgment that the Exchange Shares may not be issued pursuant to an Exempt Issuance, ARRIS shall cause to be filed a Registration Statement on Form S-4 (the “S-4 Registration Statement” and with the S-1 Registration Statement and the S-3 Registration Statement, the “Registration Statement”) with respect to the Exchange Shares as soon as practicable following the completion of the reconciliation of Tandberg’s historical financial statements required under the Securities Act to be included in the Registration Statement, but in no event more than three business days after completion of such Reconciliation (the “Registered Issuance”). As used herein, “Average Closing Price” shall mean the volume weighted average share price of the ARRIS common stock on the Nasdaq Global Select Market for the ten (10) trading-day period ending two trading days before the settlement of the Offer. For purposes of this Agreement, (i) whenever a calculation requires that an exchange rate between NOK and United States Dollars be applied, the parties agree to use the reported exchange rate for the NOK to the U.S. Dollar quoted by the Federal Reserve Bank of New York (or such other source as the parties shall agree in writing) representing the average of ten previous 12:00 noon rates ending on the applicable business day, and (ii) “business day” means a day other than Saturday, Sunday or any day on which the Oslo Børs is authorized or obligated to close. (b) Tandberg shareholders shall have the right to receive their pro rata share of the Offer Consideration in a ratio of Cash Consideration and Share Consideration elected by such Tandberg shareholder, provided, however, that such elections shall be subject to pro rata adjustment in order to ensure that the aggregate Cash Consideration does not exceed an amount equal to the product of (i) the Cash Consideration and (ii) the number of Shares outstanding as of the date of this Agreement plus any Shares of restricted stock that will vest in accordance with Section 1.2(c) below. (c) All restricted stock of Tandberg issued pursuant to restricted stock unit awards or otherwise granted under Tandberg plans that by their terms would, by its terms or by action of Tandberg’s board of directors, vest upon a change in control of Tandberg will vest and be exercisable to the fullest extent set forth in such awards, and to the extent unexercised in full by the closing of the Offer, will be terminated. Any options to acquire Shares that are not exercised in full by the closing of the Offer will be terminated. 1.2 Offer Document; Securities Law Filings. (a) Subject to applicable laws and regulations, ARRIS shall prepare an offer to purchase relating to the Offer (the “Offer Document”) for delivery to the holders of the Shares, as required by the Norwegian Securities Trading Act of 1997 and the regulations thereunder (the “Trading Act”), which Offer Document 2
shall be approved by the Oslo Børs in accordance with the Trading Act. The Offer will be made according to the terms set forth in Section 1 of Annex B. Tandberg agrees to provide ARRIS in a timely manner with all information relating to Tandberg and its affiliates required to be included in the Offer Document to comply with the disclosure requirements contained in the Trading Act. Unless a shorter period is required by applicable regulatory authorities, not less than three (3) business days prior to the date on which ARRIS is to file the Offer Document with the Oslo Børs, Tandberg and its counsel shall be given the opportunity to review and comment thereon. (b) In the event of a Registered Issuance, ARRIS shall prepare the Registration Statement and Tandberg shall furnish all information concerning it and the holders of its capital stock as ARRIS may reasonably request in connection with the preparation of the Registration Statement. None of the information supplied or to be supplied by or on behalf of ARRIS or Tandberg for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, or at the time the Offer Document, which shall include the Registration Statement) is first mailed to Tandberg’s shareholders, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of each of ARRIS and Tandberg supplied or to be supplied by the applicable party for inclusion or incorporation by reference in the Registration Statement will comply as to form in all material respects with the accounting requirements and rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable to each party and fairly present the financial condition of each party as of the respective date thereof and the consolidated results of operations and cash flows of each party for the respective period then ended. ARRIS shall provide Tandberg and its representatives, including its counsel and auditors, reasonable opportunity and time to review and provide comments to the Registration Statement prior to the time ARRIS files such Registration Statement with the SEC or any amendment or supplement thereto and such document is made publicly available. ARRIS shall not file, submit or furnish any document with the SEC relating to the Registration Statement in a form to which Tandberg reasonably objects. As promptly as practicable after becoming aware of such event or development, ARRIS shall notify each holder of Exchange Shares that is registering such shares in the Registration Statement, of any untrue statement of a material fact in the prospectus or any supplements thereto contained in the Registration Statement, or omission to state a material fact required therein, in light of the circumstances under which they were made, not misleading. ARRIS shall take all other actions reasonably necessar