e425
Filed by ADC Telecommunications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Act of 1934
Subject Company: Andrew Corporation
Commission File No. 001-14617
Andrew
Corporation sent the following letter to customers after the public
announcement of the entry into a merger agreement by ADC
Telecommunications, Inc. and Andrew Corporation.
31 May 2006
Name
Address
City/State/Zip
Dear (Name):
On 31 May, Andrew Corporation and ADC announced an agreement to merge. As an existing Andrew
customer, it is important to let you know about our decision and share information about how this
potential merger benefits you.
We feel this is an ideal strategic combination that enhances our capabilities to serve our entire
customer base. Together, we are better positioned to assist our customers worldwide and enable the
growth opportunities that result from the convergence of our customers’ wireless, broadband, video,
data and voice services. We are looking forward to joining forces with ADC’s talented workforce to
achieve our shared mission of providing innovative wireline and wireless infrastructure solutions
supported with superior customer service.
Andrew and ADC will be working on an integration plan with our customers in mind. Andrew welcomes
the opportunity to join forces with the ADC team to continue to provide the finest technical and
customer support. The acquisition will likely be completed in the next 4 to 6 months. Until that
point in time, however, your sales contacts from Andrew will continue to serve you. We will keep
you informed about changes that are important to you.
We hope you find this news as exciting as we do. Andrew thanks you for your continued business.
You can continue to rely on the products you know, and we look forward to introducing you to the
new ADC products when they are relevant to your network needs.
Feel free to contact your sales representatives at any time with regard to questions you have about
this announcement and related products.
Sincerely,
Roger Manka
President – Worldwide Sales & Marketing
Andrew Corporation
Safe Harbor For Forward Looking Statements
This document contains statements regarding the proposed transaction between ADC and Andrew, the
expected timetable for completing the transaction, benefits and synergies of the proposed
transaction and other statements about the future expectations, beliefs, goals, plans or prospects
of the management of each of ADC and Andrew. These statements are based on current expectations,
estimates, forecasts and projections and management assumptions about the future of each of ADC and
Andrew and the combined company, as well as the businesses and markets in which they do and are
expected to operate. These statements constitute forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,”
“estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and
variations of such words and similar expressions are intended to identify such forward-looking
statements which are not statements of historical fact. These forward-looking statements are not
guarantees of future performance and involve certain risks, uncertainties and assumptions that are
difficult to assess. Actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. Factors that may cause actual outcomes to differ
from what is expressed or forecasted in these forward-looking statements, include, among other
things: the ability to consummate the proposed transaction; difficulties and delays in obtaining
regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies
and cost savings; potential difficulties in meeting conditions set forth in the definitive merger
agreement; fluctuations in the telecommunications market; the pricing, cost and other risks
inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on
contract manufacturers and other vendors to provide goods and services needed to operate the
businesses of ADC and Andrew; fluctuations in commodity prices; the social, political and economic
risks of the respective global operations of ADC and Andrew; the costs and risks associated with
pension and postretirement benefit obligations; the complexity of products sold; changes to
existing regulations or technical standards; existing and future litigation; difficulties and costs
in protecting intellectual property rights and exposure to infringement claims by others; and
compliance with environmental, health and safety laws. For a more complete list and description of
such risks and uncertainties, refer to ADC’s Form 10-K for the year ended October 31, 2005 and
Andrew’s Form 10-K for the year ended September 30, 2005 as well as other filings made by ADC and
Andrew with the United States Securities and Exchange Commission (the SEC). Except as required
under the US federal securities laws and the rules and regulations of the SEC, ADC and Andrew
disclaim any intention or obligation to update any forward-looking statements after the
distribution of this press release, whether as a result of new information, future events,
developments, changes in assumptions or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be
filed with the SEC. SHAREHOLDERS OF ADC AND STOCKHOLDERS OF ANDREW ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT
PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy statement/prospectus will be
mailed to shareholders of ADC and stockholders of Andrew. Investors and security holders will be
able to obtain the documents free of charge at the SEC’s web site, www.sec.gov. Investors and
security holders may also obtain the documents free of charge from Investor Relations at ADC by
writing Investor Relations, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, Minnesota
55440-1101; or
calling
952-917-0991; or at
www.adc.com/investorrelations/financialinformation/secfilings/.
Investors and security holders may also obtain the documents free of charge from Investor Relations
of Andrew by writing Investor Relations, Andrew Corporation, Westchester, Illinois 60154; or
calling 800-232-6767; or at www.andrew.com/investors/sec.
Participants In Solicitation
ADC, Andrew and their respective directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies in respect of the
merger. Information concerning ADC’s participants is set forth in the proxy statement dated,
January 24, 2006, for ADC’s 2006 annual meeting of shareholders as filed with the SEC on Schedule
14A. Information concerning Andrew’s participants is set forth in the proxy statement, dated
December 30, 2005, for Andrew’s 2006 annual meeting of stockholders as filed with the SEC on
Schedule 14A. Additional information regarding the interests of participants of ADC and Andrew in
the solicitation of proxies in respect of the merger will be included in the registration statement
and joint proxy statement/prospectus to be filed with the SEC.