HICKORY, N.C., Jan. 10 /PRNewswire-FirstCall/ -- CommScope, Inc. (NYSE: CTV)
announced today that its indirect wholly-owned subsidiary, Andrew Corporation,
has commenced an offer to repurchase any and all of Andrew's 3 1/4% Convertible
Subordinated Notes due 2013. The indenture governing the Notes requires Andrew
to make the offer as a result of CommScope's acquisition of Andrew, by way of
merger, effective December 27, 2007.
Andrew is offering to purchase the Notes for cash at a purchase price of
100% of their principal amount. If all of the outstanding Notes are tendered
in the tender offer, the aggregate purchase price required to purchase the tendered
Notes (and pay accrued interest) is estimated to be approximately $167 million.
The tender offer for the Notes will expire at 5:00 p.m., New York City time,
on February 15, 2008, unless extended or earlier terminated. Holders may withdraw
their tendered Notes at any time prior to the expiration time. On February 15,
2008, Andrew will make a semi-annual interest payment on the Notes to holders
of record on February 1, 2008. Andrew expects to fund the tender offer from
cash advanced by CommScope, which will utilize its available cash on hand, and
through borrowings under CommScope's existing credit agreement.
As a result of the merger, each $1,000 principal amount of the Notes is now
convertible at the option of the holder, on the terms and subject to the conditions
of the indenture governing the Notes, into $986.15 in cash and 2.304159 shares
of CommScope common stock, subject to adjustment from time to time and payments
for fractional shares, as provided in the indenture; this represents a conversion
price equal to the consideration payable to Andrew stockholders in the merger
of (i) $13.50 in cash per share of Andrew common stock, multiplied by 73.0482,
and (ii) 0.031543 shares of CommScope common stock, multiplied by 73.0482. On
January 9, 2008, the closing price of CommScope common stock on the New York
Stock Exchange was $42.37 per share.
Neither CommScope nor Andrew's Board of Directors, nor any other person makes
any recommendation as to whether holders of Notes should choose to tender their
Notes in the offer, and no one has been authorized to make such a recommendation.
This press release is not an offer to purchase, a solicitation of an offer
to purchase, or a solicitation of an offer to sell securities with respect to
the Notes. The offer to purchase will be only pursuant to, and the Notes may
be tendered only in accordance with, the Notice of Designated Event and Offer
to Purchase dated January 10, 2008. Holders of Notes may obtain the Notice of
Designated Event and Offer to Purchase from Georgeson which is the Information
Agent for the offer - 199 Water Street, 26th Floor New York, NY 10038-3560.
Banks and brokers call (212) 440-9800. All others call toll free (877) 386-
8141.
HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ ANDREW'S
NOTICE OF DESIGNATED EVENT AND OFFER TO PURCHASE AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANDREW
AND THE OFFER.
Materials filed with the SEC will be available electronically without charge
at the SEC's website, www.sec.gov. Documents filed with the SEC may be obtained
without charge at CommScope's website, www.commscope.com, or by calling CommScope's
investor relations department at 1-828-323-4848.
About CommScope
CommScope, Inc. (NYSE: CTV - www.commscope.com) is a world leader in infrastructure
solutions for communication networks. Through its Andrew Wireless Solutions(R)
brand, it is a global leader in radio frequency subsystem solutions for wireless
networks. Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands
CommScope is the global leader in structured cabling systems for business enterprise
applications. It is also the premier manufacturer of coaxial cable for broadband
cable television networks and one of the leading North American providers of
environmentally secure cabinets for DSL and FTTN applications.
Backed by strong research and development, CommScope combines technical expertise
and proprietary technology with global manufacturing capability to provide customers
with infrastructure solutions for evolving global communications networks in
more than 130 countries around the world.
Forward-Looking Statements
This document contains forward-looking statements regarding CommScope and
Andrew. Statements made in the future tense, and statements using words such
as "intend," "goal," "estimate," "expect,"
"expectations," "project," "projections," "plans,"
"anticipates," "believe," "think," "confident"
and "scheduled" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements are not a guarantee of performance and
are subject to a number of risks and uncertainties, many of which are difficult
to predict and are beyond the control of CommScope and Andrew. These risks and
uncertainties could cause actual results to differ materially from those expressed
in or implied by the forward-looking statements, and therefore should be carefully
considered. Relevant risks and uncertainties relating to the merger include,
but are not limited to: the anticipated benefits and synergies of the merger
may not be realized as quickly as anticipated or at all; the integration of
Andrew's operations with CommScope could be materially delayed or may be more
costly or difficult than expected; legal proceedings may be commenced by or
against CommScope or Andrew. For a more complete description of factors that
could cause such a difference, as well as risks and uncertainties generally
applicable to CommScope and Andrew, please see CommScope's filings with the
SEC, which are available on CommScope's website or at www.sec.gov, and Andrew's
filings with the SEC, which are available at www.sec.gov. In providing forward-looking
statements, neither CommScope nor Andrew intends, and neither undertakes any
duty or obligation, to update these statements as a result of new information,
future events or otherwise.
SOURCE CommScope, Inc.
CONTACT: Phil Armstrong, VP, Investor Relations and Corporate Communications of CommScope, Inc., +1-828-323-4848/
/Web site: http://www.commscope.com /
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