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CommScope Inc. and Andrew Corp. announced that the companies have entered into a definitive agreement, unanimously approved by their respective Boards of Directors, under which CommScope will acquire all of the outstanding shares of Andrew for $15.00 per share, at least 90 percent in cash, creating a global leader in infrastructure solutions for communications networks.
The transaction, which is valued at approximately $2.6 B, is expected to be accretive to CommScope’s cash earnings per share, excluding special items, in the first full year after closing. The $15.00 per share purchase price represents a premium of approximately 13 percent over Andrew’s average closing share price for the last 30 trading days, a 21 percent premium over Andrew’s average closing share price for the last 60 trading days, and a 16 percent premium over the closing price of Andrew’s common stock on Tuesday, June 26, 2007, the last trading day prior to this announcement.
Key Strategic Benefits of the Transaction
The combined company will be a global leader in infrastructure solutions for communications networks, including structured cabling solutions for the business enterprise; broadband cable and apparatus for cable television applications; and antenna and cable products, base station subsystems, coverage and capacity systems, and network solutions for wireless applications. The combination of the companies’ respective operations is expected to result in meaningful operating, cost and sales synergies, and other important benefits to shareholders, customers and employees, including:
• Building upon complementary global product offerings that will provide customers with a broader array of infrastructure solutions for video, voice, data and mobility;
• Expanding global distribution and manufacturing capabilities;
• Enhancing growth opportunities by combining marquee brands, innovative technologies and global service models;
• Strengthening industry-leading R&D and intellectual property portfolio;
• Affording scale in procurement, logistics and manufacturing in an increasingly competitive market;
• Diversifying top-tier customer base; and
• Providing greater opportunities for employees as part of a larger, more diversified global corporation.
Based on CommScope’s and Andrew’s results for fiscal year 2006, on a pro forma basis, the combined companies would have had sales of approximately $3.8 B comprised of approximately 35 percent in wireless antenna and cable products; 29 percent in carrier and network solutions; 21 percent in enterprise products; and 15 percent in broadband/cable television solutions. The combined companies’ revenues on a geographic basis would have been approximately 57 percent in North America; 24 percent in Europe, the Middle East and Africa; 12 percent in Asia/Pacific Rim; and 7 percent in Latin America. The combined company will have more than 2,200 global patents and pending patent applications and approximately 16,000 employees serving more than 130 countries. “We are pleased to have reached this agreement with Andrew, which we believe is extremely beneficial to the shareholders of both companies,” said Frank M. Drendel, chairman and chief executive officer of CommScope. “By combining CommScope and Andrew, we are enhancing CommScope’s position as a worldwide leader in ‘last mile’ solutions. Combining our innovative technologies, premier brands and a top-tier customer base, we will expand our global service model and create an enhanced offering of communications infrastructure solutions that addresses a broader spectrum of customer needs. With the acquisition of Andrew, we are advancing CommScope’s stated global strategy and creating important cost reduction and growth opportunities that we believe will drive increased shareholder value.”
Drendel continued, “We are also pleased to welcome Andrew’s talented and dedicated employees to the CommScope team. We intend to invest in the combined business for profitable growth, and the employees of both companies will be important to our continued success. CommScope is a proven and successful integrator of strategic transactions and we expect to begin realizing the benefits of this combination immediately after the transaction closes and enjoy them fully over the next few years.”
“We believe that the combination of Andrew and CommScope creates a strong company with long-term advantages for our customers and employees,” said Ralph Faison, president and chief executive officer of Andrew Corp. “Our two companies fit together strategically with leading complementary product offerings and geographical strengths. This transaction provides our shareholders with a significant cash premium and offers our global employees an even more promising future as part of a larger and more diversified company. We are excited to unite the strengths of Andrew and CommScope and further expand our range of services to the benefit of our many customers around the world.”
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