CommScope, Inc.'s Indirect Wholly Owned Subsidiary, Andrew Corporation, Announces Required Tender Offer for Its 3 1/4% Convertib
January 10 2008 - 4:11PM
PR Newswire (US)
HICKORY, N.C., Jan. 10 /PRNewswire-FirstCall/ -- CommScope, Inc.
(NYSE:CTV) announced today that its indirect wholly-owned
subsidiary, Andrew Corporation, has commenced an offer to
repurchase any and all of Andrew's 3 1/4% Convertible Subordinated
Notes due 2013. The indenture governing the Notes requires Andrew
to make the offer as a result of CommScope's acquisition of Andrew,
by way of merger, effective December 27, 2007. Andrew is offering
to purchase the Notes for cash at a purchase price of 100% of their
principal amount. If all of the outstanding Notes are tendered in
the tender offer, the aggregate purchase price required to purchase
the tendered Notes (and pay accrued interest) is estimated to be
approximately $167 million. The tender offer for the Notes will
expire at 5:00 p.m., New York City time, on February 15, 2008,
unless extended or earlier terminated. Holders may withdraw their
tendered Notes at any time prior to the expiration time. On
February 15, 2008, Andrew will make a semi-annual interest payment
on the Notes to holders of record on February 1, 2008. Andrew
expects to fund the tender offer from cash advanced by CommScope,
which will utilize its available cash on hand, and through
borrowings under CommScope's existing credit agreement. As a result
of the merger, each $1,000 principal amount of the Notes is now
convertible at the option of the holder, on the terms and subject
to the conditions of the indenture governing the Notes, into
$986.15 in cash and 2.304159 shares of CommScope common stock,
subject to adjustment from time to time and payments for fractional
shares, as provided in the indenture; this represents a conversion
price equal to the consideration payable to Andrew stockholders in
the merger of (i) $13.50 in cash per share of Andrew common stock,
multiplied by 73.0482, and (ii) 0.031543 shares of CommScope common
stock, multiplied by 73.0482. On January 9, 2008, the closing price
of CommScope common stock on the New York Stock Exchange was $42.37
per share. Neither CommScope nor Andrew's Board of Directors, nor
any other person makes any recommendation as to whether holders of
Notes should choose to tender their Notes in the offer, and no one
has been authorized to make such a recommendation. This press
release is not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities with
respect to the Notes. The offer to purchase will be only pursuant
to, and the Notes may be tendered only in accordance with, the
Notice of Designated Event and Offer to Purchase dated January 10,
2008. Holders of Notes may obtain the Notice of Designated Event
and Offer to Purchase from Georgeson which is the Information Agent
for the offer - 199 Water Street, 26th Floor New York, NY
10038-3560. Banks and brokers call (212) 440-9800. All others call
toll free (877) 386- 8141. HOLDERS OF NOTES AND OTHER INTERESTED
PARTIES ARE URGED TO READ ANDREW'S NOTICE OF DESIGNATED EVENT AND
OFFER TO PURCHASE AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC") WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANDREW AND THE OFFER. Materials filed with the SEC will be
available electronically without charge at the SEC's website,
http://www.sec.gov/. Documents filed with the SEC may be obtained
without charge at CommScope's website, http://www.commscope.com/,
or by calling CommScope's investor relations department at
1-828-323-4848. 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 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
and Andrew. 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 merger
include, but are not limited to: the anticipated benefits and
synergies of the merger 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 risks and
uncertainties generally applicable to CommScope and Andrew, please
see CommScope's filings with the SEC, which are available on
CommScope's website or at http://www.sec.gov/, and Andrew's filings
with the SEC, which are available 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: Phil Armstrong, VP,
Investor Relations and Corporate Communications of CommScope, Inc.,
+1-828-323-4848 Web site: http://www.commscope.com/
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