Andrew Corp - ADC (M&A)

Summary

Merger of network infrastructure companies management software company

Pro forma ownership: ADC: 56% / Andrew: 44%
Company to be called ADC Andrew
8:4 board split

ADCT stock chart

Announced 5.31.06

Developments

S-4 filed 6.28.06
HSR Act early termination 7.05.06

CommScope Competing Offer

CTV makes competing offer for Andrew Corp

CTV profile
Offers $9.50 per share

36% premium to implied ADC merger value
$1.7B total
ANDW stock chart

Announced 8.07.06

CVT press release

Is it a superior proposal?

See Competing Offers

Andrew Corp rejects CommScope offer as inadequate

ANDW press release 8.09.06

CommScope withdraws its offer

CTV press release 8.11.06

Original ADC Deal Terminated

Mutual termination by Andrew Corp and ADC

Over concerns about obtaining shareholder approval
following competing offer from CommScope

Break-up fees

Andrew pays ADC $10mm immediately
Will pay $65mm balance of break-up fee in the event of a business combination within 12 months

Advisors

Financial

ADC: Credit Suisse / Dresdner Kleinwort Wasserstein
Andrew: Citigroup / Inv Banking / Lehman / Merrill Lynch

Legal

ADC: Dorsey & Whitney
Andrew: Mayer Brown Rowe & Maw

Merger Agreement

General

Stock merger
Executed 5.30.06
EDGAR Filing
Hyperlinked Version
Complete hyperlinked index follows

Article I Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Effects of the Merger
1.5 Organizational Documents
1.6 Directors and Officers
1.7 Alternative Structure

Article II Effects of the Merger

2.1 Effect on Capital Stock
2.2 Exchange of Shares and Certificates

Article III ADC Reps

3.1 Corporate Organization
3.2 Capital Structure
3.3 Authority, etc

3.4 SEC Documents; Financial Statements
3.5 Information Supplied
3.6 Absence of Certain Changes or Events

3.7 Compliance with Applicable Laws; Permits; Litigation
3.8 Employees
3.9 Benefit Plans

3.10 Taxes
3.11 Environmental Matters
3.12 Intellectual Property
3.13 State Takeover Statutes
3.14 Brokers
3.15 Opinion of Financial Advisor

3.16 Ownership of Andrew Common Stock
3.17 Material Contracts
3.18 Interested Party Transactions
3.19 Internal Controls and Disclosure Controls
3.20 ADC Rights Agreement; ADC Charter

Article IV Andrew Representations

4.1 Corporate Organization
4.2 Capital Structure
4.3 Authority, etc

4.4 SEC Documents; Financial Statements
4.5 Information Supplied
4.6 Absence of Certain Changes or Events

4.7 Compliance with Applicable Laws; Permits; Litigation
4.8 Employees
4.9 Benefit Plans

4.10 Taxes
4.11 Environmental Matters
4.12 Intellectual Property
4.13 State Takeover Statutes
4.14 Brokers
4.15 Opinion of Financial Advisor

4.16 Ownership of ADC Common Stock
4.17 Material Contracts
4.18 Interested Party Transactions
4.19 Internal Controls and Disclosure Controls
4.20 Andrews Rights Agreement

Article V Covenants

5.1 Conduct of Business
5.2 No Solicitation
5.3 Board of Directors Recommendation
5.4 Company Stockholder Meetings
5.5 Control of Other Partys Business

Article VI Additional Agreements

6.1 Preparation of SEC Documents; Stockholders Meetings
6.2 Access to Information; Confidentiality
6.3 Commercially Reasonable Efforts

6.4 Indemnification and Insurance
6.5 Fees and Expenses
6.6 Announcements

6.7 Listing
6.8 Tax-Free Reorganization Treatment
6.9 Conveyance Taxes

6.10 Equity Awards, Andrew Warrant and Andrew Note

6.11 Employee Benefits
6.12 Consents of Accountants
6.13 Directors and Chief Executive Officer of ADC

6.14 Affiliate Legends
6.15 Notification of Certain Matters
6.16 Section 16 Matters
6.17 Rights Plans; State Takeover Laws
6.18 Reservation of ADC Common Stock
6.19 Further Assurances
6.20 Stockholder Litigation

Article VI Conditions Precedent

7.1 Each Party
7.2 ADC and Merger Sub
7.3 Andrew

Article VIII Termination, Amendment, Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Payments
8.4 Amendment
8.5 Extension; Waiver

Article IX General Provisions

9.1 Nonsurvival of Representations and Warranties
9.2 Notices
9.3 Interpretation
9.4 Knowledge
9.5 Disclosure Letters
9.6 Counterparts
9.7 Entire Agreement; No Third-Party Beneficiaries
9.8 Governing Law
9.9 Assignment
9.10 Consent to Jurisdiction
9.11 Headings, etc
9.12 Severability
9.13 Indulgence Not a Waiver; Remedies Cumulative
9.14 Waiver of Jury Trial
9.15 Specific Performance

Other Agreements

Rights plan amendment

Proxy Solicitation

Form S-4 filings

Form S-4 6.28.06

Table of contents

Deal Protection

Reciprocal ADC - Andrew deal terms

No shop - Force the vote

Proxy statement disclosure At page 84
No shop covenant - Superior proposal exception

Merger agreement §5.2

Board can change recommendation

Merger agreement §5.3

But must hold shareholder meeting

Merger agreement §5.4

Break-up fee

Proxy statement disclosure
$75mm break up fee

Merger agreement §8.3

Fairness Opinions

Dresdner Kleinwort Wasserstein ADC

Proxy statement disclosure

Merrill Lynch Andrew

Proxy statement disclosure

Tax Matters

Stock merger

Reverse triangular merger

Merger agreement

Covenant §6.8
Closing condition §7.1(h)

Proxy statement disclosures

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