Andrew Corporation has acquired Xenicom Ltd., a privately-held UK-based provider of software solutions that help telecommunications operators plan, launch, and manage wireless networks.

Under terms of the acquisition, Andrew paid approximately $11.5 million cash, with additional cash consideration possible if certain financial performance goals are reached over a two-year period. Xenicom generated approximately $11 million in sales during the 12 months ending September 2004. Its customers include several major European mobile operators.

Xenicom's solutions and products help its customers achieve greater efficiency and cost savings, improved service levels, and increased flexibility and control in managing 2G, 2.5G, and 3G wireless networks. With Xenicom's software capabilities and products, Andrew sees significant opportunity to assist wireless operators manage and optimize infrastructure as they transition to new networks based on 3G standards.

"Combining Xenicom's software capabilities with Andrew's globally diversified customer base and industry-leading product portfolio creates a new market opportunity for Andrew and a compelling choice for mobile operators worldwide," said Terry Garner, group president, Network Solutions, Andrew Corporation. "This enhances Andrew's ability to deliver solutions that help our customers improve the capacity of their networks, reduce capital spending, and roll out new and upgraded infrastructure more quickly and efficiently."

The acquisition, which is effective immediately, should be slightly accretive to earnings during the first 12 months. As part of the transaction, Xenicom and its 55 employees--located in offices in Bristol, U.K.; Dallas, TX; and Sao Paulo, Brazil--will join Andrew's Network Solutions group, which had sales of $184 million in fiscal 2004. Network Solutions provides high performance, high quality radio frequency (RF) and digital measurement tools and network data management, performance evaluation, and resource optimization solutions for wireless communications systems.

"Xenicom has a strong position in the rapidly growing market for performance engineering software," said Martin Coates, co-founder and chief executive officer, Xenicom. "Our solutions have been proven to save operators considerable amounts of money and gain greater control over their network assets. As part of Andrew, Xenicom broadens its global reach and capabilities in a way that is unmatched by any others."

About Andrew

Andrew Corporation (NASDAQ:ANDW) designs, manufactures, and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (, headquartered in Orland Park, IL, is an S&P 500 company founded in 1937.

About Xenicom

Xenicom is a strategic partner and provider of software based solutions for mobile network operators. Its products address the key business issues facing mobile operators in the planning, rollout and management of 2G, 2.5G and 3G networks. Its solutions deliver a significant increase to the management capability and efficiency of customers. Its range of business solutions includes the radio planning tool, Odyssey, SIM and Number Management, as well as its flagship product - Omnix. Omnix, has been specifically designed to provide today's wireless operator with a comprehensive solution to manage all aspects of planning, building, and operating a wireless network. Omnix is an OSS resource and workflow management solution that has already demonstrated efficiency saving of up to 250 percent within the engineering and infrastructure function, offering a huge reduction in the capital requirement for infrastructure rollout. Xenicom is a UK based independent company backed by 3I plc, with staff in multiple locations in Europe and the Americas.

Forward Looking Statements

Some of the statements in this news release are forward looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include the company's ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers' ability to fund purchases of our products and services, the company's ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers, and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission.

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Andrew Corporation
Scott Malchow, 708-873-8515
News media:
Rick Aspan, 708-349-5166