SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

(Amendment No. 12)

ADC Telecommunications, Inc.
(Name of Subject Company)

Tyco Electronics Minnesota, Inc.
Tyco Electronics Ltd.
(Names of Filing Persons—Offeror)

COMMON STOCK, PAR VALUE $0.20 PER SHARE
(Title of Class of Securities)
(including the associated preferred stock purchase rights)

000886-309
(Cusip Number of Class of Securities)

Robert A. Scott
Executive Vice President and General Counsel
Tyco Electronics Ltd.
1050 Westlakes Drive
Berwyn, Pennsylvania 19312
Telephone: (610) 893-9560
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
William H. Aaronson, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

        This Amendment No. 12 ("Amendment No. 12") amends and supplements the Tender Offer Statement on Schedule TO (as previously amended, the "Schedule TO") originally filed on July 26, 2010 by Tyco Electronics Ltd., a Swiss corporation ("Tyco Electronics"), and Tyco Electronics Minnesota, Inc., a Minnesota corporation and an indirect wholly owned subsidiary of Tyco Electronics ("Purchaser"), relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.20 per share (together with the associated preferred stock purchase rights, the "Shares"), of ADC Telecommunications, Inc., a Minnesota corporation ("ADC"), for $12.75 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 26, 2010 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

        All capitalized terms used in this Amendment No. 12 without definition have the meanings ascribed to them in the Schedule TO.

        The items of the Schedule TO set forth below, to the extent such items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as described below. All page references in this Amendment No. 12 refer to the Offer to Purchase.

Item 11.    Additional Information.

        Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

        On November 30, 2010, Tyco Electronics received notification that the Ministry of Commerce of the People's Republic of China, which is responsible for the review of acquisition transactions under the Antimonopoly Law and its implementing regulations, has cleared Tyco Electronics' proposed acquisition of ADC. The full text of a press release by Tyco Electronics announcing the clearance by the Ministry of Commerce of the People's Republic of China is filed as exhibit (a)(29) hereto and is incorporated herein by reference.

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

Exhibit No.	Description
(a)(29)	China Clears Tyco Electronics' Acquisition of ADC, December 2, 2010.

SIGNATURES

        After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: December 2, 2010

Tyco Electronics Minnesota, Inc.
By:	/s/ TERRENCE R. CURTIN
	Name:  Terrence R. Curtin
	Title:    Treasurer and Chief Financial Officer
Tyco Electronics Ltd.
By:	/s/ TERRENCE R. CURTIN
	Name:  Terrence R. Curtin
	Title:    Executive Vice President              and Chief Financial Officer

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Item 11. Additional Information.
Item 12. Exhibits.

SIGNATURES

EX-99.(A)(29)

Exhibit (a)(29)

News Release

FOR IMMEDIATE RELEASE

Contacts: Media Relations: Sheri Woodruff 610-893-9555  Office 609-933-9243  Mobile swoodruff@te.com Tender Offer Information Agent: Innisfree M&A Incorporated 888-750-5834  Toll-Free

CHINA CLEARS TYCO ELECTRONICS’ ACQUISITION OF ADC

SCHAFFHAUSEN, Switzerland, Dec. 2, 2010 — On Tuesday, Nov. 30, 2010, Tyco Electronics Ltd. (NYSE: TEL) received notification that the Ministry of Commerce of the People’s Republic of China, which is responsible for the review of acquisition transactions under the Antimonopoly Law and its implementing regulations, has cleared the company’s proposed acquisition of ADC Telecommunications, Inc. (NASDAQ: ADCT).

Tyco Electronics’ tender offer for shares of ADC is scheduled to expire at 5:00 p.m., New York City time on Wednesday, Dec. 8, 2010, and the company continues to expect that the transaction will close in the current quarter.

ABOUT TYCO ELECTRONICS

Tyco Electronics Ltd. is a leading global provider of engineered electronic components, network solutions, specialty products and subsea communication systems, with fiscal 2010 sales of US$12.1 billion to customers in more than 150 countries. We design, manufacture and market products for customers in a broad array of industries including automotive; data communication systems and consumer electronics; telecommunications; aerospace, defense and marine; medical; energy; and lighting. With approximately 7,000 engineers and worldwide manufacturing, sales and customer service capabilities, Tyco Electronics’ commitment is our customers’ advantage. More information on Tyco Electronics can be found at http://www.tycoelectronics.com/.

FORWARD-LOOKING STATEMENTS

This announcement contains certain forward-looking statements.  These statements are based on

management’s current expectations and are subject to risk, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements.  All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate”, “believe”, “expect”, “estimate”, “plan” and similar expressions are generally intended to identify forward-looking statements.  Tyco Electronics has no intention and is under no obligation to update or alter (and expressly disclaims any such intention or obligation to do so) its forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law.  Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as developments in the credit markets; conditions affecting demand for products, particularly in the automotive industry and the telecommunications, computer and consumer electronics industries; future goodwill impairment; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; political, economic and military instability in countries in which Tyco Electronics operates; compliance with current and future environmental and other laws and regulations; the possible effects on Tyco Electronics of changes in tax laws, tax treaties and other legislations; the risk that the transaction may not be consummated; the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated; the risk that ADC will not be integrated successfully into Tyco Electronics; and the risk that revenue opportunities, cost savings and other anticipated synergies from the transaction may not be fully realized or may take longer to realize than expected.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell common stock of ADC.  The solicitation and offer to buy ADC common stock is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, letter of transmittal and other related tender offer materials) filed by Tyco Electronics with the Securities and Exchange Commission (SEC) on July 26, 2010.  ADC also filed a solicitation/recommendation statement with respect to the tender offer on Schedule 14D-9 with the SEC on July 26, 2010.  These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the offer and ADC’s Board of Directors recommendation of the tender offer, that should be read carefully before any decision is made with respect to the tender offer.  Investors and security holders may obtain a free copy of these materials and other documents filed by Tyco Electronics or ADC with the SEC at the website maintained by the SEC at www.sec.gov.  The offer to purchase and related materials may also be obtained for free by contacting the information agent for the offer, Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022, Tel: 212-750-5833.

Note: The toll-free number for Innisfree is 888-750-5834.

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