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 and Exchange Act of 1934
Subject Company: Andrew Corporation
Commission File No. 333-135424
The following material was used by senior leaders of ADC Telecommunications, Inc. to update
employees about the merger of ADC and Andrew Corporation.
As an ADC leader, we are providing you with updates your employees MUST know to make this
combination a success. For background information on the ADC Andrew combination, click HERE.
YOUR RESPONSIBILITY
Share this IMPORTANT information with your employees. This Fast Facts sheet will assist you in
doing so.
WHY ARE WE COMBINING COMPANIES?
ADC: is ranked No. 1 or No. 2 in each major product group; is improving operational/financial
performance; and has an innovative wireless and wireline portfolio with 80% of our sales focused in
wireline infrastructure.
Andrew: is also ranked No. 1 or No. 2 in each major product group; has a strong China/India
presence; and has a significant wireless technology portfolio with 90% of its sales focused in
wireless infrastructure.
Combined we will be: a growth leader ($3.3 billion); relevant to consolidating carriers; have
converged solutions for Fixed/Mobile networks; a global footprint and sales channels; and
successful management with proven execution.
UPDATES SINCE DAY OF ANNOUNCEMENT
Integration planning efforts have begun in earnest. The Integration Core Team has reviewed lessons
learned from ADC and Andrew regarding prior integration efforts and have designed an integration
planning process building on those lessons.
COMBINATION OBJECTIVES AND PRINCIPLES
The core objective of the integration planning process is to facilitate rapid integration that
starts IMMEDIATELY upon transaction close. The following four principles are guiding the
integration teams:
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Customers First: Actions must always reflect customers are our first priority. The
teams will work to ensure our customer focus is never compromised because of the
integration process. |
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Respect for People: The teams will treat each other with respect and integrity and be
honest and direct with one another. |
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Speed to Value: The teams must execute quickly to ensure the expected combined value is
achieved and translated into measurable business results. |
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Better of Both Practice: The teams will quickly assess the current processes of ADC
and Andrew, adopting the most appropriate practice for either or defining a new process if
required. |
COMBINATION TIMELINE
May 31, 2006 ADC Andrew combination announced.
June 29, 2006 ADC Andrew Integration Planning Core Team launched. Integration project teams are
working on their focus areas to make this an effective transition upon successful deal close.
July 5, 2006 - ADC and Andrew receive notice of early termination of Hart-Scott-Rodino Act waiting
period.
July 10-11, 2006 ADC and Andrew Senior Executive Planning Session is held. Discussion topics
included a new ADC Andrew vision, mission, guiding principles and FY07 priorities. Additionally,
they spent time ensuring a common mutual understanding regarding Level II (Bob Switz direct
reports) organizational roles and responsibilities.
NEXT STEPS
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All ADC Andrew integration team members are currently working together to build
charters and begin the process of completing analysis, evaluating alternatives and
developing recommendations within their teams. A senior executive progress review is
scheduled for late July. |
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As of Day 1 when the transaction closes, every ADC Andrew employee should understand
their role and reporting structure within the company. The Senior Executive Team will be
responsible for this important priority. Currently, ADC Andrew senior executives are
beginning the process of defining next level organizational structures to be effective upon
close of the transaction. They are scheduled to meet together as a senior executive team in
mid-August to review alternatives and discuss next steps. |
WHAT CAN EMPLOYEES DO TO MAKE THIS PROPOSED MERGER A SUCCESS?
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Remain extremely vigilant in the support we provide to our customers during this time between
announcement and close of the proposed merger. |
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Dont get distracted. Teamwork will be essential. |
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STAY FOCUSED on the business so we can successfully execute on our Q3 & Q4 goals and meet the
needs and demands of our customers. |
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We MUST remain an Andrew competitor until deal close, meaning business as usual. |
WHERE CAN EMPLOYEES FIND MORE INFORMATION?
Many employees have questions on how this will affect them, ADC and Andrew. Please do not assume we
know all the questions. Instead, take the time to share available information your employees and
offer them a chance to ask questions. The integration teams are focused on getting answers to
employees as quickly as is feasible. Avenues for questions include:
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You, their manager |
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Their Human Resources department |
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The Ask ADC e-mail address. (In the TO field of an e-mail, type in Ask.ADC@adc.com.) |
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The ADC Andrew Integration Bulletins |
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The ADC Andrew Integration Community on Broadway (Broadway/Hot Items/ADC Andrew
Integration Community). Here you will find: communication materials on Andrew; Q&As;
integration team member list and executive sponsors; and more. Check this site often for
updates. Please share this site with your employees. |
Cautionary Statement under the Private Securities Litigation Reform Act of 1995
This presentation contains statements regarding the proposed transaction between ADC and Andrew,
the expected timetable for completing the transaction, future financial and operating results,
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 performance 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 ADCs Registration Statement on Form S-4 filed with the
United States Securities and Exchange Commission (the SEC) on June 29, 2006 and Annual Report on
Form 10-K for the year ended October 31, 2005 and Andrews Annual Report on Form 10-K for the year
ended September 30, 2005 as well as other filings made by ADC and Andrew with 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 document, whether as a result of new information, future events, developments,
changes in assumptions or otherwise.
Additional Information and Where to Find It
ADC HAS FILED A REGISTRATION STATEMENT ON FORM S-4 (REGISTRATION NO. 333-135424) IN CONNECTION WITH
ITS PROPOSED BUSINESS COMBINATION WITH ANDREW CORPORATION. SHAREHOLDERS OF ADC AND ANDREW ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS THAT FORMS A
PART OF THE REGISTRATION STATEMENT AND THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS (WHEN IT BECOMES AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS OF ADC AND ANDREW ARE ALSO ENCOURAGED TO READ ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC 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 SECs 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 at Andrew by
writing Investor Relations, Andrew Corporation, 3 Westbrook Corporate Center, Suite 900,
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 ADCs participants is set forth in the proxy statement dated,
January 24, 2006, for ADCs 2006 annual meeting of shareholders as filed with the SEC on Schedule
14A. Information concerning Andrews participants is set forth in the proxy statement, dated
December 30, 2005, for Andrews 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 filed with the SEC (registration no. 333-135424).
July 21, 2006