CommScope Completes $2.65 Billion Acquisition of Andrew



    HICKORY, N.C., Dec. 27 /CNW/ -- CommScope, Inc. (NYSE:   CTV) today
announced that it has completed its acquisition of Andrew Corporation (Nasdaq:  
ANDW) for a total purchase price of approximately $2.65 billion. As of today,
Andrew will become a wholly-owned subsidiary of CommScope.
    "We are delighted with the closing of the Andrew transaction, which marks
a new chapter in the history of our company," said Frank M. Drendel, chairman
and chief executive officer of CommScope.  "We believe this combination will
further enhance CommScope's position as a worldwide leader in 'last mile'
solutions. Combining our innovative technologies, premier brands and a top-
tier customer base, we expect to expand our global service model and create an
enhanced offering of communications infrastructure solutions that addresses a
broader spectrum of customer needs.  With this acquisition, we are advancing
CommScope's stated global 'last mile' strategy while creating important cost
reduction and growth opportunities that we believe will drive increased
shareholder value.
    "We look forward to working with Andrew's talented team to quickly and
smoothly integrate their operations into CommScope.  As we continue to invest
in the combined business for profitable growth, the talented and dedicated
employees of both Andrew and CommScope will continue to play a critical role
in the success of the combined company. CommScope is a proven and successful
integrator of strategic transactions and we expect to begin realizing the
benefits of this combination immediately and enjoy them fully over the next
few years," added Mr. Drendel.
    Andrew stockholders will receive, for each Andrew share, $13.50 in cash
and 0.031543 shares of CommScope common stock.  This fractional share of
CommScope common stock was calculated according to the terms of the merger
agreement by dividing $1.50 by $47.554, which was the volume weighted average
of the closing sale prices for a share of CommScope common stock over the ten
consecutive trading days ending on December 24, 2007.
    
    Financing and Interest Rate Swap
    
    CommScope funded the transaction through a combination of senior secured
credit facilities and available cash on hand.  The $2.5 billion senior secured
credit facilities consist of a $1.35 billion seven-year senior secured term
loan facility with an interest rate of LIBOR plus 250 basis points, a $750
million six-year senior secured term loan facility with an initial interest
rate of LIBOR plus 225 basis points and a $400 million six-year senior secured
revolving credit facility with an initial interest rate of LIBOR plus 225
basis points.  These debt commitments provide for a weighted average initial,
variable interest rate of LIBOR plus approximately 241 basis points on the
senior secured term loans.  At closing, no funds had been borrowed from the
revolving credit facility.
    CommScope also announced that it has entered into an interest rate swap
in order to fix the LIBOR interest rate for an initial $1.5 billion of the
overall credit facility.  Through this swap CommScope fixed the following
amounts at a LIBOR rate of 4.07750%:
    
     $1.5 billion from December 27, 2007 through December 31, 2008
     $1.3 billion from January 1, 2009 through December 31, 2009
     $1.0 billion from January 2, 2010 through December 31, 2010
     $400 million from January 1, 2011 through December 31, 2011
    Advisors
    
    Banc of America Securities LLC acted as financial advisor to CommScope in
connection with this acquisition and Duff & Phelps LLC provided a fairness
opinion to CommScope.  Fried, Frank, Harris, Shriver & Jacobson LLP, Baker &
McKenzie LLP and Robinson, Bradshaw & Hinson, P.A. acted as CommScope's
outside legal counsel.  Citi acted as the primary financial advisor to Andrew,
and Merrill Lynch provided a fairness opinion.  Mayer Brown LLP acted as
Andrew's primary outside legal counsel. Banc of America Securities LLC and
Wachovia Capital Markets, LLC acted as Joint Lead Arrangers and Joint
Bookrunners in connection with the credit facilities.
    
    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, among other
things, the business combination between CommScope and Andrew and the
anticipated consequences and benefits of such transaction, and other financial
and operational items relating to 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. 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 proposed transaction include, but are not
limited to: the anticipated benefits and synergies of the proposed transaction
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 risk and uncertainties generally
applicable to CommScope and Andrew, please see CommScope's filings with the
Securities and Exchange Commission (SEC), which are available on CommScope's
website or at www.sec.gov, and Andrew's filings with the SEC, which are
available on Andrew's website or 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.




For further information:

For further information: Investor Relations: Phil Armstrong, Vice 
President, Investor Relations & Corporate Communications of CommScope, 
+1-828-323-4848, phil.armstrong@commscope.com; Media Relations: Matthew 
Sherman, msherman@joelefrank.com, and Jeremy Jacobs,  jjacobs@joelefrank.com,
+1-212-355-4449, both of Joele Frank, Wilkinson  Brimmer Katcher; Beverly S.
Lampe, Manager, Corporate Communications of  CommScope, +1-828-323-4873,
blampe@commscope.com Web Site: http://www.commscope.com

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