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
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
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.
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.