Andrew to acquire Celiant

Andrew announced it would acquire Celiant today for $470 million to boost its market position in the wireless infrastructure space. The addition of Celiant, which provides power amplifiers and RF subsystems for 2G and 3G wireless systems, will make Andrew the largest independent supplier of power amplifiers.

Under terms of the deal, Andrew will pay $203.1 million in cash and 16,278,805 Andrew shares to Celiant, based on its Feb. 15 closing price. Celiant will become a wholly owned subsidiary of Andrew. Andrew will fund the transaction with cash and its available credit.

The transaction, which should be completed by the second quarter 2002, will give Andrew shareholders 83% of the combined company. Celiant stockholders will own the other 17%.

Andrew’s Chairman, President and CEO Floyd English will become chairman and CEO of the combined company; Celiant President and CEO Ralph Faison will become president and chief operating officer. In addition, Faison and Celiant’s Chairman and managing director of Pequot Capital Jerry Pock will join Andrew’s board of directors.

Andrew expects the addition of Celiant to increase its earning in the first year “before the amortization of intellectual property and a supply contract.” When the two companies are integrated, Andrew expects to save almost $20 million in the first year by eliminating duplicate expenses and corporate functions. The company expects to save more than $30 million in subsequent years.

--Amalia D. Parthenios, staff writer