Wednesday, August 9, 2006

Andrew and ADC Terminate Merger Agreement

Andrew Corporation and ADC Telecommunications Inc. have mutually agreed to terminate the merger agreement announced on May 31, 2006 without liability to either partner. To effect the mutual termination, Andrew has agreed to pay ADC $10 million. In addition, Andrew has agreed that ADC would be paid another $65 million in the event Andrew effects a business combination transaction within 12 months.

"While we still believe in the convergence strategy, the merger of Andrew and ADC was only one method to execute against that," said Ralph Faison, president and chief executive officer, Andrew Corporation.

"While we believed in the strategic rationale of this combination and are disappointed that the merits of the transaction were unrecognized in the marketplace, we will continue to execute on our strategy to become the leading supplier of network infrastructure solutions to our customers worldwide," stated Robert E. Switz, president and CEO of ADC.

Separately, board of directors of Andrew Corporation voted unanimously to reject an unsolicited proposal from CommScope, to acquire Andrew for $9.50 per share in cash. The board described CommScope's proposal as "wholly inadequate and not in the best interests of its shareholders."http://www.andrew.com

  • Under the stock swap deal announced in May, the combined company would have been based at ADC's world headquarters in Minnesota with ADC's John A. Blanchard continuing as non-executive chairman, and ADC's Robert E. Switz continuing as its president and CEO. The combined would have had and estimated $3.3 billion in annual global sales of wireline and wireless equipment.

    ADC supplies broad-based connectivity solutions for copper, coaxial, fiber, radio frequency, broadcast and enterprise networks. Andrew provides broad-based wireless solutions for antennas, cable products, base station subsystems, in-building and distributed coverage, geolocation systems and satellite communications.

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