CommScope proposed to acquire all of the outstanding shares of Andrew for $9.50 apiece in cash, representing a premium of approximately 36% over the $6.97-per-share value Andrew's shareholders would receive under the existing merger agreement between Andrew and ADC Telecommunications.
CommScope said its proposal also represents a premium of approximately 20% over Andrew's closing price of $7.89 per share Friday.
The combined company would be a leader in virtually every aspect of last-mile communications: structured cabling solutions for the business enterprise, broadband cable for hybrid fiber-coaxial applications and wireless communications infrastructure.
"We believe that our all-cash proposal is extremely compelling for Andrew shareholders and provides Andrew shareholders superior value over that contemplated by the existing merger agreement with ADC," CommScope chairman and CEO Frank Drendel said in a prepared statement.
The transaction would be financed through a combination of cash on hand and debt financing. CommScope received commitment letters from Bank of America and Wachovia Bank (and their respective affiliates) for the financing of the transaction, which are subject to due diligence and other customary conditions.
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