CommScope Completes $2.65 Billion Acquisition of Andrew
December 27 2007 - 12:15PM
PR Newswire (US)
HICKORY, N.C., Dec. 27 /PRNewswire-FirstCall/ -- 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:CTVNYSE:-NYSE:www.commscope.com) is a world leader in
infrastructure solutions for communication networks. Through its
Andrew Wireless Solutions(R) brand, it is a global leader in radio
frequency subsystem solutions for wireless 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 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
http://www.sec.gov/, and Andrew's filings with the SEC, which are
available on Andrew's website or at http://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. DATASOURCE: CommScope, Inc. CONTACT: Investor Relations:
Phil Armstrong, Vice President, Investor Relations & Corporate
Communications of CommScope, +1-828-323-4848, ; Media Relations:
Matthew Sherman, , and Jeremy Jacobs, , +1-212-355-4449, both of
Joele Frank, Wilkinson Brimmer Katcher; Beverly S. Lampe, Manager,
Corporate Communications of CommScope, +1-828-323-4873, Web site:
http://www.commscope.com/
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