Exhibit
(a)(5)(B)
For
Immediate Release
CommScope,
Inc.’s Indirect Wholly Owned Subsidiary, Andrew Corporation,
Announces
Required Tender Offer for its 3¼% Convertible Subordinated Notes
due 2013
_______________________________________________________________________
HICKORY,
NC – January 10, 2008– 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 3¼ % 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, www.sec.gov. Documents filed with the SEC may be obtained without
charge at CommScope’s website, www.commscope.com, or by calling CommScope’s
investor relations department at 1-828-323-4848.
About
CommScope
CommScope,
Inc. (NYSE: CTV - 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 www.sec.gov, and Andrew's filings with
the SEC, which are available at 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.
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