CommScope to buy Andrew for $2.6 billion

Perhaps the second time is the charm for CommScope and Andrew. The companies announced a definitive agreement under which CommScope will acquire Andrew for about $2.6 billion (about $15 per share) in a transaction that will be at least 90% cash-based.

The $15 per share purchase price represents a premium of about 13% over Andrew’s average closing share price for the last 30 trading days. CommScope had attempted to acquire Andrew in August 2006 with an unsolicited cash bid of about $1.7 billion, a bid which came just as ADC Telecommunications was attempting to acquire Andrew with a $1.1 billion stock-based offer. Faced with competing bids, Andrew mutually agreed with ADC to call off their acquisition agreement, but Andrew also rejected the CommScope offer as “wholly inadequate,” according to a company statement last August.

As part of the termination of the ADC agreement, Andrew paid ADC about $10 million, and also pledged to pay ADC another $65 million if Andrew made another “business transaction combination within the 12 months,” that statement read. Though the new CommScope agreement comes within that 12-month window, and Andrew spokesman said of the $65-million pledge, “We’ve been led to believe [by CommScope] that it won’t be an issue.” The CommScope-Andrew deal already has been approved by the boards of directors of both companies, but is not expectedly to close until later this year.

Ralph Faison, president and CEO of Andrew Corp., told Telephony the new agreement didn’t result from any plan the companies made last year to pursue deal that would close after the 12 months were up. “It was nothing that organized,” he said. “Clearly as we broke off the deal last year, we were focused on running the company and producing strong results, but consolidation is a fact of life in this space, and we continued to have interest from multiple parties, and CommScope has been very persistent.”

Faison pointed out that the new agreement is not only worth more than the CommScope offer of last August, but also $1.1 billion more than the ADC deal would have been worth. On a strategic level, he said the companies make a good match, with not more than 2% redundancy in products and channel. In particular, he said Andrew’s in-building wireless products and global segment products are a good match for existing Commscope channels.

“CommScope has an enterprise channel that we don’t have that would pull though our in-building products, and we also have products that will pull through their global channels,” Faison said. He added that Andrew will continue to address the enterprise market in the context of carrier services and “still very much in conjunction with carriers.”

Faison also said that it is not yet clear whether there will be any job reductions or other changes related to the deal. “It’s still early and all the integration planning has not taken place yet, but the combined company will really be focused on growth.”

A statement issued by the companies said they expect “to generate substantial annual pre-tax cost savings, excluding one-time transition items, of approximately $90 million to $100 million in the second full year after completion of the transaction, of which approximately $50 million to $60 million are expected to be achieved in the first full year after completion. The cost savings are expected to come from a combination of procurement savings, rationalization of duplicate locations, streamlining overhead and integration of infrastructure, and building upon best practices in technology and manufacturing. No assurance can be given that these cost savings can be achieved in the amounts or during the periods predicted. Transition cash costs are expected to total approximately $70 million to $80 million in the first two years after completion.”