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® SolutionsTM
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.
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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
|
