/C O R R E C T I O N -- CommScope, Inc./
December 06 2007 - 3:49PM
PR Newswire (US)
In the news release, CommScope Reaches Agreement with Department of
Justice to Complete Acquisition of Andrew (NYSE: CTV), issued
earlier today by CommScope, Inc. over PR Newswire, there were a
number of changes that were not reflected in the version issued
incorrectly by PR Newswire. Complete, corrected release follows:
HICKORY, N.C., Dec. 6 /PRNewswire-FirstCall/ -- CommScope, Inc.
(NYSE:CTV), a global leader in infrastructure solutions for
communications networks, announced today that it has reached an
agreement with the U.S. Department of Justice (the "DOJ") that will
allow it to complete its proposed acquisition of Andrew Corporation
(NASDAQ:ANDW). Under the terms of the agreement with the DOJ, which
was filed today in the U.S. District Court for the District of
Columbia, the companies will be required to divest certain non-core
assets, including Andrew's non-controlling minority interest in
Andes Industries, Inc., a supplier of last-mile products for
broadband communications networks, and other related assets. The
carrying value of the assets to be divested was less than $25
million as of September 30, 2007. It is expected that the
divestitures will be completed after CommScope completes the
acquisition of Andrew. This agreement is subject to the Court's
approval. In addition to the DOJ, the proposed Andrew transaction
was cleared by the European Commission as well as other required
regulatory authorities. The Andrew stockholders will vote on the
transaction on December 10, 2007. CommScope expects to close the
transaction by year end, subject to the satisfaction of other
customary conditions. About CommScope CommScope, Inc. (NYSE:CTV)
(http://www.commscope.com/) is a world leader in infrastructure
solutions for communication networks. Through its SYSTIMAX(R)
Solutions(TM) and Uniprise(R) Solutions brands CommScope is the
global leader in structured cabling systems for business enterprise
applications. It is also the world's largest manufacturer of
coaxial cable for Hybrid Fiber Coaxial applications 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 high-performance wired or wireless cabling
solutions. 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 In
connection with the proposed merger, CommScope filed a registration
statement with the SEC on Form S-4 (File No. 333-145398) containing
a proxy statement/prospectus and CommScope and Andrew mailed a
definitive proxy statement/prospectus to Andrew's stockholders
containing information about the merger. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS CAREFULLY. The registration statement and the
proxy statement/prospectus contain important information about
CommScope, Andrew, the merger, and related matters. Investors and
security holders may obtain free copies of these documents through
the web site maintained by the SEC at http://www.sec.gov/. In
addition to the registration statement and the proxy
statement/prospectus, CommScope and Andrew file annual, quarterly,
and special reports, proxy statements, and other information with
the SEC. Printed copies of these documents can also be obtained
free of charge (other than a reasonable duplicating charge for
exhibits to our reports on Form 10-K, Form 10-Q and Form 8-K) by
any stockholder who requests them from either CommScope or Andrew's
Investor Relations Department: CommScope, Andrew and their
respective directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from Andrew stockholders in connection with
the proposed transaction. Information about CommScope's directors
and executive officers and their ownership of CommScope common
stock is set forth in the definitive proxy statement for
CommScope's 2007 annual meeting of stockholders, as filed by
CommScope with the SEC on Schedule 14A on March 16, 2007.
Information about Andrew's directors and executive officers and
their ownership of Andrew common stock is set forth in the
definitive proxy statement for Andrew's 2007 annual meeting of
stockholders, as filed by Andrew with the SEC on Schedule 14A on
December 29, 2006. Other information regarding the participants in
the proxy solicitation is contained in the proxy
statement/prospectus and other relevant materials filed with the
SEC when they become available. DATASOURCE: CommScope, Inc. Web
site: http://www.commscope.com/
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