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CommScope Completes $2.65 Billion Acquisition of Andrew "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%: 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. – END – About CommScope: CommScope, Inc. (NYSE: CTV – www.commscope.com) is a world leader in infrastructure solutions for communication networks. Through its Andrew® brand, it is a global leader in radio frequency subsystem solutions for wireless networks. Through its SYSTIMAX® and Uniprise® brands, CommScope is a world leader in network infrastructure solutions, delivering a complete end-to-end physical layer solution, including cables and connectivity, enclosures, intelligent software and network design services, for business enterprise applications. CommScope also is 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. 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. For Further Information Contact: Bill Walter (CommScope News Media) e-mail: publicrelations@andrew.com (708) 236-6593 Phil Armstrong (CommScope Investor) e-mail: phil.armstrong@commscope.com (828) 323-4848 |
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