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Andrew rejects ADC/CommScope to go stand-alone PDF Print E-mail
By Alec Barton   
21 Aug 2006 at 21:39

Corporate, Acquisitions, Antennas, Global: Two decisions to reject mergers and the new opportunities from a state-of-the-art factory make for exciting times at Andrew Corporation. Michael Schwartz has been speaking to Andrea Cassini, Andrew Corporation’s President of EMEA Sales and Marketing.

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Andrea Cassini
Andrew Corporation’s
first announcement mutually terminated the merger agreement with ADC Telecommunications Inc, initially declared on May 31 this year. Both companies now believe that current market considerations have raised serious questions about the ability to obtain necessary shareholder approval. Therefore, the two enterprises are now halting the proposed merger without liability to either party.

To effect the mutual termination, Andrew has agreed to pay ADC US$10 million. In addition, in the event of Andrew effecting a business combination transaction within the next 12 months, ADC will receive a further US$65 million from Andrew.

Ralph Faison, President and CEO of Andrew Corporation, has stated: “While we still believe in the convergence strategy, the merger of Andrew and ADC was only one method to execute against that…We are confident in our ability to address the current and future needs of our customers and shareholders as an independent company…As evidenced by our record sales and orders in our fiscal third quarter, we are growing share and improving operations through innovative products and the hard work of our global team. Our management team and employees are committed to delivering results and capitalising on business opportunities that will drive future operational and financial improvements. We are confident in the outlook for our future.”

Andrew Corporation’s second announcement is to reject what it is describing as a wholly inadequate and unsolicited proposal from CommScope Inc to acquire Andrew for US$9.50 per share in cash. Both the Andrew board and its advisors have concluded that CommScope’s proposal is not in the best interests of Andrew shareholders.

Once again Ralph Faison explains Andrew’s main reason: "The board carefully reviewed and considered CommScope’s proposal and found it does not adequately reflect the value of Andrew, its business prospects, and its industry-leading products, global customer base, and skilled global workforce.”

All in all, Andrew believes it is better to be a stand-alone company and to reject both proposals.

 
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