CommScope, Inc. (NYSE: CTV), a global leader in infrastructure solutions
for communications networks, has filed with the Securities and Exchange
Commission definitive proxy materials in connection with the proposed
transaction with global alternative asset manager The Carlyle Group. The
company expects to commence mailing of the definitive proxy materials to
CommScope stockholders this week. As previously announced on October 27,
2010, CommScope entered into a merger agreement with an affiliate of
Carlyle, pursuant to which Carlyle will acquire all of the outstanding
shares of CommScope common stock for $31.50 per share in cash.
A special meeting of CommScope stockholders to consider and vote upon
the proposed transaction will be held at 2 p.m. EST on December 30,
2010, at the offices of Robinson, Bradshaw & Hinson, P.A., 101 North
Tryon Street, Suite 1900, Charlotte, North Carolina. CommScope
stockholders of record as of the close of business on December 3, 2010,
are entitled to vote at the special meeting.
CommScope’s board of directors has unanimously approved the Carlyle
transaction and recommends that all CommScope stockholders vote “FOR”
the approval of the merger agreement and the merger. Adoption of the
merger agreement and the merger requires the approval of a majority of
the outstanding shares of CommScope common stock entitled to vote at the
meeting.
As previously announced, CommScope was granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, in connection with the proposed Carlyle transaction.
The transaction remains subject to antitrust clearance in certain
foreign jurisdictions and approval of CommScope stockholders, as well as
other customary closing conditions, and is expected to close in the
first quarter of 2011.
CommScope stockholders are encouraged to read the company’s definitive
proxy materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger and
the reasons behind the board of directors’ unanimous recommendation that
stockholders vote “FOR” the approval and adoption of the merger
agreement and the merger.
CommScope stockholders who have questions about the merger, need
assistance in submitting their proxy or voting their shares should
contact the company’s proxy solicitor, Morrow & Co, LLC, 470 West Avenue
- 3rd Floor, Stamford, CT 06902, or by calling toll free at 800-969-2372
(for stockholders) or 800-662-5200 (for brokerage firms and banks), or
email commscope.info@morrowco.com.
Allen & Company LLC is serving as financial advisor and Gibson, Dunn &
Crutcher LLP is serving as legal advisor to CommScope in connection with
the transaction.
About CommScope
CommScope,
Inc. (NYSE: CTV; www.commscope.com)
provides essential infrastructure that makes communication possible. We
empower people to connect and communicate seamlessly where, when, and
how they choose. Our solutions and services for wired and wireless
networks enable high-bandwidth data, video, and voice applications
everywhere – at home, at work, and on the go. Through every wave of
technology, CommScope helps the world connect and evolve. Backed by
numerous respected brands such as Andrew®,
SYSTIMAX®
and Uniprise®,
CommScope supports customers in more than 100 countries around the world
through its focus on integrity, ethics, quality and technical innovation.
About The Carlyle Group
The Carlyle Group is a global alternative asset manager with $97.7
billion of assets under management committed to 78 funds as of September
30, 2010. Carlyle invests across three asset classes - private equity,
real estate and credit alternatives - in Africa, Asia, Australia,
Europe, North America and South America focusing on aerospace & defense,
automotive & transportation, consumer & retail, energy & power,
financial services, healthcare, industrial, infrastructure, technology &
business services and telecommunications & media. Since 1987, the firm
has invested $64.7 billion of equity in 1015 transactions. The Carlyle
Group employs more than 900 people in 19 countries. As of June 30, 2009,
in the aggregate, Carlyle portfolio companies have more than $84 billion
in revenue and employ more than 398,000 people around the world. Web: www.carlyle.com;
Case Studies: www.carlylegroupcreatesvalue.com;
Video: www.youtube.com/OneCarlyle
Forward Looking Statements
This press release includes forward-looking statements that are based on
information currently available to management, management’s beliefs, as
well as on a number of assumptions concerning future events.
Forward-looking statements are not a guarantee of performance and are
subject to a number of uncertainties and other factors, which could
cause the actual results to differ materially from those currently
expected. For a more detailed description of the factors that could
cause such a difference, please see CommScope’s filings with the
Securities and Exchange Commission. In providing forward-looking
statements, the company does not intend, and is not undertaking any
obligation or duty, to update these statements as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, CommScope, Inc. (the “Company”)
has filed a definitive proxy statement and form of proxy with the SEC on
December 6, 2010. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. The Company’s stockholders are able to
obtain, without charge, a copy of the definitive proxy statement and
other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.
The Company’s stockholders will also be able to obtain, without charge,
a copy of the proxy statement and other relevant documents (when
available) by directing a request by mail or telephone to CommScope,
Inc., Attn: Secretary, 1100 CommScope Place SE, Hickory, North Carolina
28602, telephone: (828) 324-2200, or from the Company’s website, http://www.commscope.com.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders with respect to the proposed merger. Information about the
Company’s directors and executive officers and their ownership of the
Company’s common stock is set forth in the proxy statement for the
Company’s 2010 Annual Meeting of Stockholders, which was filed with the
SEC on March 19, 2010. Stockholders may obtain additional information
regarding the interests of the Company and its directors and executive
officers in the proposed merger, which may be different than those of
the Company’s stockholders generally, by reading the proxy statement and
other relevant documents regarding the proposed merger, when filed with
the SEC.
