EX-99.1
2
a07-29411_5ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
COMMSCOPE
COMPLETES $2.65 BILLION ACQUISITION OF ANDREW
HICKORY, N.C.,
December 27,
2007
-
CommScope, Inc. (NYSE: CTV) today announced that it has completed its
acquisition of Andrew Corporation (NASDAQ: ANDW) for a total purchase price of
approximately $2.65 billion. As of today, Andrew will become a wholly-owned
subsidiary of CommScope.
"We are delighted with the closing of the Andrew
transaction, which marks a new chapter in the history of our company", said Frank
M. Drendel, chairman and chief executive officer of CommScope. "We believe this combination will further
enhance CommScope's position as a worldwide leader in "last mile" solutions.
Combining our innovative technologies, premier brands and a top-tier customer
base, we expect to expand our global service model and create an enhanced
offering of communications infrastructure solutions that addresses a broader
spectrum of customer needs. With this
acquisition, we are advancing CommScope's stated global "last mile" strategy
while creating important cost reduction and growth opportunities that we
believe will drive increased shareholder value.
"We look forward to working with Andrew's
talented team to quickly and smoothly integrate their operations into CommScope. As we continue to invest in the combined
business for profitable growth, the talented and dedicated employees of both
Andrew and CommScope will continue to play a critical role in the success of
the combined company. CommScope is a proven and successful integrator of
strategic transactions and we expect to begin realizing the benefits of this
combination immediately and enjoy them fully over the next few years", added Mr. Drendel.
Andrew stockholders will receive, for each
Andrew share, $13.50 in cash and 0.031543 shares of CommScope common
stock. This fractional share of
CommScope common stock was calculated according to the terms of the merger
agreement by dividing $1.50 by $47.554, which was the volume weighted average
of the closing sale prices for a share of CommScope common stock over the ten
consecutive trading days ending on December 24, 2007.
Financing and Interest Rate Swap
CommScope funded the transaction through a combination
of senior secured credit facilities and available cash on hand. The $2.5 billion senior secured credit
facilities consist of a $1.35 billion seven-year senior secured term loan
facility with an interest rate of LIBOR plus 250 basis points, a $750 million
six-year senior secured term loan facility with an initial interest rate of
LIBOR plus 225 basis points and a $400 million six-year senior secured
revolving credit facility with an initial interest rate of LIBOR plus 225 basis
points. These debt commitments provide
for a weighted average initial, variable interest rate of LIBOR plus
approximately 241 basis points on the senior secured term loans. At closing, no funds had been borrowed from
the revolving credit facility.
CommScope also announced that it has entered into an
interest rate swap in order to fix the
LIBOR interest rate for an initial $1.5 billion of the
overall credit facility. Through this
swap CommScope fixed the following amounts at a LIBOR rate of 4.07750%:
$1.5 billion from December 27, 2007
through December 31, 2008
$1.3 billion from January 1, 2009
through December 31, 2009
$1.0 billion from January 2, 2010
through December 31, 2010
$400 million from January 1, 2011
through December 31, 2011
Advisors
Banc of
America Securities LLC acted as financial advisor to CommScope in connection
with this acquisition and Duff & Phelps LLC provided a fairness
opinion to CommScope. Fried, Frank,
Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP and
Robinson, Bradshaw & Hinson, P.A. acted as CommScope's outside legal
counsel. Citi acted as the primary
financial advisor to Andrew, and Merrill Lynch provided a fairness
opinion. Mayer Brown LLP acted as
Andrew's primary outside legal counsel. Banc of America Securities LLC and
Wachovia Capital Markets, LLC acted as Joint Lead Arrangers and Joint Bookrunners
in connection with the credit facilities.
About CommScope
CommScope, Inc.
(NYSE: CTV - www.commscope.com) is a world leader in infrastructure solutions
for communication networks. Through its
Andrew Wireless Solutions® brand, it is a global leader in radio frequency
subsystem solutions for wireless networks. Through its SYSTIMAX
®
Solutions
TM
and Uniprise
®
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, among other things, the business combination between CommScope and
Andrew and the anticipated consequences and benefits of such transaction, and
other financial and operational items relating to 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. 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
proposed transaction include, but are not limited to: the anticipated benefits
and synergies of the proposed transaction 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 risk and uncertainties generally
applicable to CommScope and Andrew, please see CommScope's filings with the
Securities and Exchange Commission (SEC), which are available on CommScope's
website or at www.sec.gov, and Andrew's filings with the SEC, which are
available on Andrew's website or 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.
# # #
Contacts:
For CommScope
Investor Relations:
Phil Armstrong
Investor Relations & Corporate
Communications
Telephone: +1 (828) 323-4848
Email: phil.armstrong@commscope.com
Media Relations:
Matthew Sherman / Jeremy Jacobs
Joele Frank, Wilkinson
Brimmer Katcher
Telephone: +1 (212)
355-4449
Email: msherman@joelefrank.com /
jjacobs@joelefrank.com
Media Relations:
Beverly S. Lampe
Manager, Corporate Communications
Telephone: +1 (828) 323-4873
Email: blampe@commscope.com

EX - 99 . 1 2 a07 - 29411 _ 5ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 FOR IMMEDIATE RELEASE COMMSCOPE COMPLETES $ 2.65 BILLION ACQUISITION OF ANDREW HICKORY , N . C . , December 27 , 2007 - CommScope , Inc . ( NYSE : CTV ) today announced that it has completed its acquisition of Andrew Corporation ( NASDAQ : ANDW ) for a total purchase price of approximately $ 2.65 billion . As of today , Andrew will become a wholly - owned subsidiary of CommScope . " We are delighted with the closing of the Andrew transaction , which marks a new chapter in the history of our company " , said Frank M . Drendel , chairman and chief executive officer of CommScope . " We believe this combination will further enhance CommScope 's position as a worldwide leader in " last mile " solutions . Combining our innovative technologies , premier brands and a top - tier customer base , we expect to expand our global service model and create an enhanced offering of communications infrastructure solutions that addresses a broader spectrum of customer needs . With this acquisition , we are advancing CommScope 's stated global " last mile " strategy while creating important cost reduction and growth opportunities that we believe will drive increased shareholder value . " We look forward to working with Andrew 's talented team to quickly and smoothly integrate their operations into CommScope . As we continue to invest in the combined business for profitable growth , the talented and dedicated employees of both Andrew and CommScope will continue to play a critical role in the success of the combined company . CommScope is a proven and successful integrator of strategic transactions and we expect to begin realizing the benefits of this combination immediately and enjoy them fully over the next few years " , added Mr . Drendel . Andrew stockholders will receive , for each Andrew share , $ 13.50 in cash and 0 . 031543 shares of CommScope common stock . This fractional share of CommScope common stock was calculated according to the terms of the merger agreement by dividing $ 1.50 by $ 47.554 , which was the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending on December 24 , 2007 . Financing and Interest Rate Swap CommScope funded the transaction through a combination of senior secured credit facilities and available cash on hand . The $ 2.5 billion senior secured credit facilities consist of a $ 1.35 billion seven - year senior secured term loan facility with an interest rate of LIBOR plus 250 basis points , a $ 750 million six - year senior secured term loan facility with an initial interest rate of LIBOR plus 225 basis points and a $ 400 million six - year senior secured revolving credit facility with an initial interest rate of LIBOR plus 225 basis points . These debt commitments provide for a weighted average initial , variable interest rate of LIBOR plus approximately 241 basis points on the senior secured term loans . At closing , no funds had been borrowed from the revolving credit facility . CommScope also announced that it has entered into an interest rate swap in order to fix the LIBOR interest rate for an initial $ 1.5 billion of the overall credit facility . Through this swap CommScope fixed the following amounts at a LIBOR rate of 4 . 07750 % : $ 1.5 billion from December 27 , 2007 through December 31 , 2008 $ 1.3 billion from January 1 , 2009 through December 31 , 2009 $ 1.0 billion from January 2 , 2010 through December 31 , 2010 $ 400 million from January 1 , 2011 through December 31 , 2011 Advisors Banc of America Securities LLC acted as financial advisor to CommScope in connection with this acquisition and Duff & Phelps LLC provided a fairness opinion to CommScope . Fried , Frank , Harris , Shriver & Jacobson LLP , Baker & McKenzie LLP and Robinson , Bradshaw & Hinson , P . A . acted as CommScope 's outside legal counsel . Citi acted as the primary financial advisor to Andrew , and Merrill Lynch provided a fairness opinion . Mayer Brown LLP acted as Andrew 's primary outside legal counsel . Banc of America Securities LLC and Wachovia Capital Markets , LLC acted as Joint Lead Arrangers and Joint Bookrunners in connection with the credit facilities . About CommScope CommScope , Inc . ( NYSE : CTV - www.commscope.com ) is a world leader in infrastructure solutions for communication networks . Through its Andrew Wireless Solutions ® brand , it is a global leader in radio frequency subsystem solutions for wireless networks . Through its SYSTIMAX ® Solutions TM and Uniprise ® 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 , among other things , the business combination between CommScope and Andrew and the anticipated consequences and benefits of such transaction , and other financial and operational items relating to 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 . 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 proposed transaction include , but are not limited to : the anticipated benefits and synergies of the proposed transaction 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 risk and uncertainties generally applicable to CommScope and Andrew , please see CommScope 's filings with the Securities and Exchange Commission ( SEC ) , which are available on CommScope 's website or at www.sec.gov , and Andrew 's filings with the SEC , which are available on Andrew 's website or 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 . # # # Contacts : For CommScope Investor Relations : Phil Armstrong Investor Relations & Corporate Communications Telephone : + 1 ( 828 ) 323 - 4848 Email : phil.armstrong@commscope.com Media Relations : Matthew Sherman / Jeremy Jacobs Joele Frank , Wilkinson Brimmer Katcher Telephone : + 1 ( 212 ) 355 - 4449 Email : msherman@joelefrank.com / jjacobs@joelefrank.com Media Relations : Beverly S . Lampe Manager , Corporate Communications Telephone : + 1 ( 828 ) 323 - 4873 Email : blampe@commscope.com