By Lisa Kerner
Charlotte, N.C., June 27 - Andrew Corp.'s board of directors approved the acquisition of the company by CommScope, Inc. for $15.00 per share in a cash and stock deal valued at an estimated $2.6 billion.
Each share of Andrew common stock will be converted into $15.00, consisting of $13.50 in cash plus an additional $1.50 in cash, CommScope common stock or a combination of cash and stock, at CommScope's option.
The $15.00-per-share price is a 13% premium over Andrew's average closing share price for the last 30 trading days and a 16% premium over the closing price of Andrew's common stock on June 26.
CommScope will fund the cash portion of the purchase through a combination of new credit facilities and cash on hand. Customary fully underwritten debt financing commitment letters were provided by Bank of America and Wachovia Bank, NA.
The transaction is slated to close by the end of 2007, at which time Andrew will become a wholly owned subsidiary of CommScope while retaining its Chicago-area presence.
CommScope said it expects to realize pretax cost savings of $90 million to $100 million in the second full year following the transaction's close. The savings do not include one-time transition costs expected to total up to $80 million.
The combined company will have more than 2,200 global patents and pending patent applications and some 16,000 employees in more than 130 countries.
"With the acquisition of Andrew, we are advancing CommScope's stated global strategy and creating important cost reduction and growth opportunities that we believe will drive increased shareholder value," CommScope chairman and chief executive officer Frank M. Drendel said in a company news release.
"This transaction provides our shareholders with a significant cash premium and offers our global employees an even more promising future as part of a larger and more diversified company," Andrew president and chief executive officer Ralph Faison added.
CommScope, located in Hickory, N.C., provides infrastructure solutions for communication networks.
Andrew, based in Westchester, Ill., manufacturers and delivers solutions for the global communications infrastructure market.
| Acquirer: | CommScope, Inc.
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| Target: | Andrew Corp.
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| Transaction total: | $2.6 billion
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| Price per share: | $15.00
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| Announcement date: | June 27
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| Expected closing: | By the end of 2007
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| Stock price for acquirer: | NYSE: CTV: $55.16 on June 26
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| Stock price for target: | Nasdaq: ANDW: $12.98 on June 26
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