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As filed with the Securities and Exchange Commission on June 28, 2006
Registration No. 333-  
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
ADC TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
 
         
Minnesota   3661   41-0743912
(State or other jurisdiction of
organization)
  (Primary standard industrial
classification code number)
  (IRS employer
identification no.)
 
 
 
 
13625 Technology Drive
Eden Prairie, MN 55344
(952) 938-8080
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
 
 
 
Jeffrey D. Pflaum
Vice President, General Counsel & Secretary
ADC Telecommunications, Inc.
13625 Technology Drive
Eden Prairie, MN 55344
(952) 938-8080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
 
 
 
Copies to:
 
     
Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
  James T. Lidbury
Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606
(312) 782-0600
 
 
 
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement and upon completion of the merger described in the enclosed joint proxy statement/prospectus.
 
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o
 
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier, effective registration statement for the same offering.  o
 
CALCULATION OF REGISTRATION FEE
 
                         
            Proposed Maximum
    Proposed Maximum
    Amount of
Title of Each Class of
    Amount
    Offering
    Aggregate
    Registration
Securities to be Registered     to be Registered(1)     Price per Share     Offering Price     Fee
Common stock, par value $0.20 per share
    106,901,664     N/A     $947,683,246.57(2)     $101,402.11
Rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share(3)
    106,901,664     N/A     N/A     N/A
                         
 
(1) This registration statement relates to common stock, $0.20 par value per share, of ADC Telecommunications, Inc. (“ADC”), issuable to holders of common stock, $0.01 par value per share, of Andrew Corporation (“Andrew”), in the proposed merger of Hazeltine Merger Sub, Inc., a wholly owned subsidiary of ADC, with and into Andrew. The amount of ADC common stock to be registered has been determined by multiplying (A) the exchange ratio (0.57 shares of ADC common stock for each share of Andrew common stock) by (B) 187,546,778, the maximum number of shares of Andrew common stock that may be cancelled in the merger (the sum of (i) 159,659,113 shares of Andrew common stock outstanding as of June 15, 2006, (ii) 9,356,097 shares of Andrew common stock issuable upon the exercise or vesting of awards made pursuant to Andrew stock-based plans as of June 15, 2006 (whether or not currently exercisable), (iii) 1,000,000 shares of Andrew common stock issuable upon the exercise of warrants issued by Andrew as of June 15, 2006 and (iv) 17,531,568 shares of Andrew common stock into which convertible notes issued by Andrew are convertible as of June 15, 2006).
(2) Estimated solely for purposes of calculation of the registration fee in accordance with Rules 457(c) and (f) of the Securities Act of 1933, as amended (the “Securities Act”), based upon the product of: (A) 187,546,778, the maximum number of shares of Andrew common stock that may be cancelled in the merger, multiplied by (B) $8.87, the average of the high and low sale prices for shares of Andrew common stock as reported on the Nasdaq National Market on June 27, 2006.
(3) The preferred stock purchase rights, which are attached to the shares of ADC common stock being registered hereunder, will be issued for no additional consideration. Accordingly, no additional registration fee is required.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 


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The information in this joint proxy statement/prospectus is not complete and may be changed. ADC may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
 
SUBJECT TO COMPLETION, DATED JUNE 28, 2006.
 
     
(ADC LOGO)
  (ANDREW LOGO)
 
SPECIAL MEETING OF SHAREHOLDERS
 
MERGER PROPOSED  —  YOUR VOTE IS VERY IMPORTANT
 
Each of the boards of directors of ADC Telecommunications, Inc. and Andrew Corporation has approved a merger to effect a strategic business combination of ADC and Andrew.
 
If the merger is consummated, ADC will be renamed “ADC Andrew, Inc.” and holders of Andrew common stock will receive 0.57 of a share of ADC Andrew common stock for each share of Andrew common stock they own. This is a fixed exchange ratio that will not be adjusted for changes in the stock price of either company before the merger is consummated. ADC common stock is listed on the Nasdaq Global Market under the symbol “ADCT.” On June 27, 2006, the last trading day before the date of this joint proxy statement/prospectus, the closing price of ADC common stock was $16.12 per share. Andrew common stock is listed on the Nasdaq Global Market under the symbol “ANDW.”
 
At ADC’s special meeting, shareowners of ADC will be asked to approve the issuance of shares of ADC Andrew common stock to the stockholders of Andrew in the merger. At Andrew’s special meeting, stockholders of Andrew will be asked to adopt the merger agreement.
 
The dates, times and places of the special meetings are as follows:
 
     
For ADC shareowners:   For Andrew stockholders:
 • , 2006
   • , 2006
 • a.m., local time
   • a.m., local time
[Location]
  [Location]
 
This joint proxy statement/prospectus provides you with information about ADC, Andrew and the proposed merger. You may obtain other information about ADC and Andrew from documents filed with the Securities and Exchange Commission. We encourage you to read the entire joint proxy statement/prospectus carefully.
 
     
     
(-s- ROBERT E. SWITZ)   (-s- RALPH E. FAISON)
     
Robert E. Switz
  Ralph E. Faison
President and Chief Executive Officer
  President and Chief Executive Officer
ADC Telecommunications, Inc. 
  Andrew Corporation
 
FOR A DISCUSSION OF SIGNIFICANT MATTERS THAT SHOULD BE CONSIDERED BEFORE VOTING AT THE SPECIAL MEETING, SEE “RISK FACTORS.”
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORS HAVE APPROVED OR DISAPPROVED THE SHARES OF ADC ANDREW COMMON STOCK TO BE ISSUED IN THE MERGER OR DETERMINED WHETHER THIS JOINT PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
This joint proxy statement/prospectus is dated • , 2006, and is first being mailed to shareowners of ADC and the stockholders of Andrew on or about • , 2006.
 
THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


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(ADC LOGO)
 
ADC TELECOMMUNICATIONS, INC.
13625 Technology Drive
Eden Prairie, MN 55344
(952) 938-8080
 
NOTICE OF SPECIAL MEETING OF SHAREOWNERS
TO BE HELD ON • , 2006
 
 
 
 
 
To ADC Shareowners:
 
Notice is hereby given that we will hold a special meeting of shareowners of ADC Telecommunications, Inc., a Minnesota corporation, which is referred to as ADC, at • a.m., local time, on • , 2006 at • for the following purposes:
 
1. To consider and vote upon Proposal No. 1 for the issuance of shares of ADC Andrew common stock in the merger contemplated by the Agreement and Plan of Merger, dated as of May 30, 2006, by and among ADC, Hazeltine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ADC, and Andrew Corporation, a Delaware corporation. We refer to this proposal in the joint proxy statement/prospectus as Proposal No. 1.
 
2. To consider and vote upon Proposal No. 2 for an adjournment of the ADC special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. We refer to this proposal in the joint proxy statement/prospectus as Proposal No. 2.
 
3. To transact such other business as may properly come before the special meeting or any adjournment or postponement of the ADC special meeting.
 
In connection with, and as an integral part of, the merger, four members of ADC’s board of directors will resign effective as of the effective time of the merger. By approving Proposal No. 1, and assuming the merger closes, ADC shareowners will be electing four members of the Andrew Corporation board of directors to fill vacancies on the board of directors of the combined company created by the resignations of the departing ADC directors.
 
ADC’s board of directors knows of no other business to be conducted at the ADC special meeting. The board of directors of ADC has fixed • , 2006 as the record date for the determination of shareowners entitled to notice of, and to vote at, the ADC special meeting and any adjournment or postponement thereof. Only holders of record of shares of ADC common stock at the close of business on the record date are entitled to notice of, and to vote at, the ADC special meeting. At the close of business on the record date, ADC had outstanding and entitled to vote • shares of common stock.
 
Your vote is important. The affirmative vote of the holders of a majority of the votes cast in person or by proxy at the ADC special meeting is required for approval of each of Proposal No. 1 and Proposal No. 2. Even if you plan to attend the special meeting in person, we request that you vote in any one of the following ways to ensure that your shares will be represented at the ADC special meeting if you are unable to attend:
 
  •  Sign and return the enclosed proxy card in the enclosed postage paid envelope;
 
  •  Vote by telephone by calling the toll-free number shown on the proxy card; or
 
  •  Vote by using the Internet as instructed on the enclosed proxy card.


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If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote in favor of the issuance of shares of ADC Andrew common stock in the merger and an adjournment of the ADC special meeting, if necessary. If you do not return the proxy card, vote by telephone or by using the Internet or vote in person at the ADC special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the ADC special meeting.
 
You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus at any time before it has been voted at the ADC special meeting. If you attend the ADC special meeting, you may vote in person even if you returned a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the ADC special meeting, you must obtain from the record holder a proxy issued in your name.
 
By Order of the Board of Directors,
 
-S- JEFFREY D. PFLAUM)
 
Jeffrey D. Pflaum
Vice President, General Counsel and Secretary
 
Eden Prairie, Minnesota
 • , 2006
 
ADC’S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE ISSUANCE OF SHARES OF ADC ANDREW COMMON STOCK IN THE MERGER IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ADC AND ITS SHAREOWNERS, AND RECOMMENDS THAT ADC SHAREOWNERS VOTE “FOR” PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2.


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(ANDREW LOGO)
 
ANDREW CORPORATION
3 Westbrook Corporate Center
Westchester, IL 60154
(708) 236-6600
 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON • , 2006
 
 
 
 
To the stockholders of Andrew Corporation:
 
You are cordially invited to attend a special meeting of stockholders of Andrew Corporation, a Delaware corporation, to be held on • , 2006 at • , local time, at • , for the following purposes:
 
  •  To consider and vote upon Proposal No. 1 to adopt the Agreement and Plan of Merger, dated as of May 30, 2006, by and among ADC Telecommunications, Inc., a Minnesota Corporation, Hazeltine Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ADC, and Andrew, as the same may be amended from time to time. We refer to this proposal in the joint proxy statement/prospectus as Proposal No. 1.
 
  •  To consider and vote upon Proposal No. 2 for an adjournment of the Andrew special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. We refer to this proposal in the joint proxy statement/prospectus as Proposal No. 2.
 
  •  To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.
 
You are entitled to vote only if you were a holder of Andrew common stock at the close of business on • , 2006.
 
YOUR PROXY IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE VOTE IN ANY ONE OF THE FOLLOWING WAYS:
 
  •  USE THE TOLL-FREE TELEPHONE NUMBER SHOWN ON THE PROXY CARD;
 
  •  USE THE INTERNET WEBSITE SHOWN ON THE PROXY CARD; OR
 
  •  MARK, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE. IT REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
 
By Order of the Board of Directors,
 
(SIG TO COME)
 
Justin C. Choi,
Senior Vice President, General Counsel and Secretary
 
Westchester, Illinois
 • , 2006
 
ANDREW’S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT ADOPTION OF THE MERGER AGREEMENT IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ANDREW AND ITS STOCKHOLDERS, AND RECOMMENDS THAT ANDREW STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2.


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ADDITIONAL INFORMATION
 
This joint proxy statement/prospectus “incorporates by reference” important business and financial information about ADC and Andrew from documents that are not included in or delivered with this joint proxy statement/prospectus. For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information.”
 
You may also obtain any of the documents incorporated by reference from the appropriate company, the Securities and Exchange Commission, which we refer to as the SEC, or the SEC’s Internet web site at http://www.sec.gov. Documents incorporated by reference in this joint proxy statement/prospectus are available from the appropriate company without charge, excluding all exhibits unless specifically incorporated by reference in such documents. Shareholders may obtain documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses:
 
ADC Telecommunications, Inc.
Attn: Investor Relations
P.O. Box 1101
Minneapolis, Minnesota 55440-1011
Telephone: (952) 917-0991
E-mail: investor@adc.com
Internet: www.adc.com/investorrelations/financialinformation/secfilings/
 
Andrew Corporation
Attn: Investor Relations
3 Westbrook Corporate Center
Suite 900
Westchester, Illinois 60154
Telephone: (800) 232-6767
E-mail: InvestorSection@andrew.com
 
If you would like to request documents, please do so by • , 2006, which is five business days before the respective special meetings, to receive them before the special meetings. If you request any information that is incorporated by reference into this joint proxy statement/prospectus, the appropriate company will respond to your request within one business day of receipt of your request, and send the requested documents to you by first class mail, or other equally prompt means.


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Annex A — Agreement and Plan of Merger
   
Annex B — Opinion of Dresdner Kleinwort Wasserstein Securities LLC
   
Annex C — Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated
   
 Opinion of Dorsey & Whitney LLP
 Consent of Ernst & Young LLP
 Consent of Ernst & Young LLP
 Power of Attorney
 Consent of Dresdner Kleinwort Wasserstein Securities LLC
 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated


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QUESTIONS AND ANSWERS ABOUT THE MERGER
 
Q: WHAT IS THE MERGER?
 
A: ADC and Andrew have entered into an Agreement and Plan of Merger, dated May 30, 2006, which we refer to in this joint proxy statement/prospectus as the merger agreement. The merger agreement contains the terms and conditions of the proposed strategic business combination of ADC and Andrew. Under the merger agreement, Andrew and Hazeltine Merger Sub, Inc., a wholly owned subsidiary of ADC, will merge, with Andrew surviving as a wholly owned subsidiary of ADC. Upon the closing of the merger ADC will change its name to ADC Andrew Inc. In this joint proxy statement/prospectus, we refer to the combined company formed by the merger as ADC Andrew and the ADC common stock to be issued in the merger as ADC Andrew common stock. This transaction is referred to as the merger. For a more complete description of the merger, please see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance.”
 
Q: WHAT WILL ANDREW STOCKHOLDERS RECEIVE IN THE MERGER?
 
A: As a result of the merger, Andrew stockholders will receive 0.57 shares of ADC Andrew common stock for each share of Andrew common stock they own. For example, if you own 100 shares of Andrew common stock, you will receive 57 shares of ADC Andrew common stock in exchange for your Andrew shares. You will also receive a cash payment in lieu of any fractional share of ADC Andrew common stock that you would otherwise receive.
 
Q: WHAT WILL THE NAME AND TRADING SYMBOL OF THE COMBINED COMPANY BE?
 
A: Immediately following the effective time of the merger, ADC will change its name to ADC Andrew Inc. Following the merger, ADC Andrew’s common stock will continue to be listed on the Nasdaq Global Market under the symbol “ADCT” and there will be no further market for Andrew common stock.
 
Q: WHAT PERCENTAGE OF ADC ANDREW SHARES WILL BE HELD BY CURRENT ANDREW STOCKHOLDERS?
 
A: The shares of ADC Andrew common stock issued to current Andrew stockholders in connection with the merger, which we refer to as the ADC Andrew share issuance, are expected to represent approximately 44% of the outstanding shares of ADC Andrew common stock immediately following the consummation of the merger, based on the number of shares of ADC common stock and Andrew common stock outstanding on June 28, 2006 (including any Andrew restricted stock units that will vest as a result of the merger), assuming that no Andrew or ADC stock options or warrants are exercised, or convertible notes converted, after June 28, 2006 and prior to the effective time of the merger.
 
Q: WHO WILL SERVE ON THE BOARD OF DIRECTORS OF THE COMBINED COMPANY?
 
A: In connection with the merger, four members of ADC’s board of directors (James C. Castle, Ph.D., John E. Rehfeld, Jean-Pierre Rosso and John D. Wunsch) will resign effective as of the effective time of the merger. Four members of Andrew’s board of directors (Gerald A. Poch, Anne F. Pollack, Glen O. Toney and Andrea L. Zopp) will be elected and join eight members of ADC’s board of directors (John A. Blanchard III, John J. Boyle III, Mickey P. Foret, J. Kevin Gilligan, Lois M. Martin, William R. Spivey, Ph.D., Robert E. Switz and Larry W. Wangberg) to form the ADC Andrew board of directors immediately after the closing of the merger.
 
By approving ADC Proposal No. 1, and assuming the merger closes, ADC shareowners, as an integral part of the merger, will be electing the four members of the Andrew board of directors listed above to fill the vacancies on the ADC Andrew board created by the resignations of the departing ADC directors. For further information on the ADC Andrew board of directors, please see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — ADC Andrew Board of Directors.”


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Q: WHY AM I RECEIVING THIS JOINT PROXY STATEMENT/PROSPECTUS?
 
A: You are receiving this joint proxy statement/prospectus because you have been identified as a shareholder of either ADC or Andrew, and thus you are entitled to vote at such company’s special meeting. This document serves as both a joint proxy statement of ADC and Andrew, used to solicit proxies for their respective special meetings, and as a prospectus of ADC, used to offer shares of ADC Andrew common stock in exchange for shares of Andrew common stock pursuant to the terms of the merger agreement. This document contains important information about the merger and the special meetings of ADC and Andrew and you should read it carefully.
 
Q: WHEN AND WHERE WILL THE SPECIAL MEETINGS TAKE PLACE?
 
A: The special meeting of ADC is scheduled to take place at • , local time, on • , 2006, at • .
 
The special meeting of Andrew is scheduled to take place at • , local time, on • , 2006, at • .
 
Q: WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETINGS?
 
A: Holders of record of ADC common stock as of the close of business on • , 2006, which we refer to as the ADC record date, are entitled to vote at the ADC special meeting. Each ADC shareowner has one vote for each share of ADC common stock that the shareowner owns on the ADC record date.
 
Holders of record of Andrew common stock as of the close of business on • , 2006, which we refer to as the Andrew record date, are entitled to vote at the Andrew special meeting. Each Andrew stockholder has one vote for each share of Andrew common stock that the stockholder owns on the Andrew record date.
 
Q: WHAT VOTE IS REQUIRED TO APPROVE THE ADC ANDREW SHARE ISSUANCE AND THE MERGER?
 
A: ADC shareowners must approve the issuance of shares of ADC Andrew common stock in the merger, which approval requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at the ADC special meeting (provided a quorum is present).
 
Andrew stockholders must adopt the merger agreement, which adoption requires the affirmative vote of the holders of a majority of the voting power of the shares of Andrew common stock issued and outstanding on the Andrew record date. Adoption of the merger agreement by Andrew stockholders will constitute approval of all of the transactions contemplated in the merger agreement.
 
Q: WHAT ELSE IS REQUIRED TO CONSUMMATE THE MERGER?
 
A: In addition to the receipt of the shareholder approvals described above, certain regulatory approvals, including U.S. and certain foreign antitrust clearances, along with other closing conditions set forth in the merger agreement, must be satisfied or waived. For a more complete description of the conditions to the consummation of the merger, we urge you to read the section entitled “The Merger Agreement — Conditions to Completion of the Merger” in this joint proxy statement/prospectus and the merger agreement attached to this joint proxy statement/prospectus as Annex A.
 
Q: CAN THE VALUE OF THE TRANSACTION CHANGE BETWEEN NOW AND THE TIME THE MERGER IS COMPLETED?
 
A: Yes. The value of the transaction can change because the value of ADC common stock may, and likely will, change between now and the effective time of the merger. The 0.57 exchange ratio is a fixed exchange ratio, meaning that you will receive 0.57 shares of ADC Andrew common stock for each share of Andrew common stock you own regardless of the trading price of ADC common stock on the effective date of the merger. The market value of the ADC Andrew common stock you may receive in the merger will increase or decrease as the trading price of ADC’s common stock increases or decreases. As a result, the value of the stock you may receive in the merger may be different at the time the merger is completed than it was at the time the merger agreement was signed and at the time of Andrew’s special meeting. There can be no assurance as to the market price of ADC common stock at any time prior to


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the completion of the merger or at any time thereafter. ADC and Andrew shareholders are urged to obtain current market quotations for ADC common stock and Andrew common stock.
 
Q: HOW WILL ANDREW STOCK OPTIONS BE AFFECTED BY THE MERGER?
 
A: At the effective time of the merger, each Andrew stock option that is outstanding and unexercised immediately prior to the effective time will be converted into an option to purchase shares of ADC Andrew common stock and ADC Andrew will assume that stock option in accordance with the terms of the applicable Andrew stock option plan and stock option agreement relating to that Andrew stock option. The number of shares underlying the Andrew stock options and their exercise prices will be adjusted to reflect the exchange ratio used in the merger. At the effective time of the merger, all unvested Andrew stock options will vest and become immediately exercisable in accordance with the terms of the applicable Andrew stock plans. For more information, please see the section entitled “The Merger Agreement — Treatment of Stock Options and Restricted Stock Units.”
 
Q: HOW WILL ANDREW RESTRICTED STOCK UNITS BE AFFECTED BY THE MERGER?
 
A: Each restricted stock unit granted by Andrew will be converted into the right to receive shares of ADC Andrew common stock. The number of shares relating to each restricted stock unit will be adjusted to reflect the exchange ratio used in the merger. At the effective time of the merger, all restrictions on the Andrew restricted stock units will lapse in accordance with the terms of the Andrew stock plans. For more information, please see the section entitled “The Merger Agreement — Treatment of Stock Options and Restricted Stock Units.”
 
Q: WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO ME?
 
A: The merger has been structured to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and it is a closing condition to the merger that ADC and Andrew receive opinions of their respective counsel regarding such qualification. As a result of the merger’s qualification as a reorganization, Andrew stockholders will not recognize gain or loss for United States federal income tax purposes upon the exchange of shares of Andrew common stock for shares of ADC Andrew common stock, except with respect to cash received in lieu of fractional shares of ADC Andrew common stock.
 
Tax matters are very complicated, and the tax consequences of the merger to a particular Andrew stockholder will depend in part on such stockholder’s circumstances. Accordingly, we urge you to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.
 
For more information, see the section entitled “Material United States Federal Income Tax Consequences.”
 
Q: WHAT IS PROPOSAL 2?
 
A: If either ADC or Andrew fails to receive a sufficient number of votes to approve its respective Proposal No. 1, ADC or Andrew, as appropriate, may propose to adjourn its special meeting, if a quorum is present, for a period of not more than 30 days for the purpose of soliciting additional proxies to approve Proposal No. 1. Neither ADC nor Andrew intends to propose adjournment at the special meeting if there are sufficient votes to approve Proposal No. 1. Each company’s proposal to adjourn its special meeting, if necessary, to solicit additional proxies is referred to as Proposal No. 2.
 
Q: HOW DOES ADC’S BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
 
A: After careful consideration, ADC’s board of directors recommends that ADC shareowners vote “FOR” Proposal No. 1 to approve the issuance of shares of ADC Andrew common stock in the merger and “FOR” Proposal No. 2 to adjourn the ADC special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. For further information about the ADC board recommendation, see the sections entitled “The ADC Special Meeting — ADC Board Recommendation,” “Andrew Proposal No. 1


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and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Reasons for the Merger,” and “ADC Proposal No. 2 — Possible Adjournment of the Special Meeting.”
 
Q: HOW DOES ANDREW’S BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
 
A: After careful consideration, Andrew’s board of directors recommends that the Andrew stockholders vote “FOR” Proposal No. 1 to adopt the merger agreement and “FOR” Proposal No. 2 to adjourn the Andrew special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. For further information about the Andrew board recommendation, see the sections entitled “The Andrew Special Meeting — Andrew Board Recommendation,” “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Reasons for the Merger” and “Andrew Proposal No. 2 — Possible Adjournment of the Special Meeting.”
 
Q: WHAT RISKS SHOULD I CONSIDER IN DECIDING WHETHER TO VOTE IN FAVOR OF THE SHARE ISSUANCE OR THE ADOPTION OF THE MERGER AGREEMENT?
 
A: You should carefully review the section of this joint proxy statement/prospectus entitled “Risk Factors,” which presents risks and uncertainties related to the merger, ADC, Andrew and the combined company.
 
Q: WHEN DO YOU EXPECT THE MERGER TO BE CONSUMMATED?
 
A: We anticipate that the consummation of the merger will occur during the fall of 2006, but we cannot predict the exact timing. For more information, please see the section entitled “The Merger Agreement — Conditions to Completion of the Merger.”
 
Q: WHAT DO I NEED TO DO NOW?
 
A: We urge you to read this joint proxy statement/prospectus carefully, including its annexes, and to consider how the merger affects you. After such consideration, please provide your proxy instructions as soon as possible so that your shares may be represented at the respective special meetings. You may provide your proxy instructions in three different ways:
 
• Mail your signed proxy card in the enclosed return envelope;
 
• Call the toll-free number included on your proxy card; or
 
• Vote via the Internet by following the instructions on your proxy card.
 
Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the ADC special meeting or Andrew special meeting, as applicable. If your shares of ADC common stock or Andrew common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you together with a voting instruction card. Your broker or other nominee will vote your shares only if you provide instructions on how to vote. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares.
 
Q: WHAT HAPPENS IF I DO NOT VOTE, DO NOT FULLY COMPLETE OR RETURN A PROXY CARD OR OTHERWISE PROVIDE PROXY INSTRUCTIONS?
 
A: ADC Proposal 1 and Proposal 2 — If you are an ADC shareowner, the failure to return your proxy card or otherwise provide proxy instructions could be a factor in establishing a quorum for the ADC special meeting, which is required to transact business at the meeting. If, however, a quorum is otherwise present at the ADC special meeting, the failure to return your proxy card or otherwise provide proxy instructions will have no effect on the approval of the issuance of ADC Andrew shares to Andrew stockholders in the merger or the adjournment of the ADC special meeting, if necessary, to solicit additional proxies for the approval of the issuance of ADC Andrew shares to Andrew stockholders in the merger.
 
If you are an ADC shareowner and submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” the approval of the ADC Andrew share issuance and, if necessary, “FOR” the adjournment of the ADC special meeting to solicit additional proxies for the approval of the issuance of ADC Andrew shares to Andrew stockholders in the merger.


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Andrew Proposal 1 — If you are an Andrew stockholder, the failure to return your proxy card or otherwise provide proxy instructions will have the same effect as voting “AGAINST” the adoption of the merger agreement and could be a factor in establishing a quorum for the Andrew special meeting, which is required to transact business at the meeting.
 
Andrew Proposal 2 — If you are an Andrew stockholder, the failure to return your proxy card or otherwise provide proxy instructions could be a factor in establishing a quorum for the Andrew special meeting, which is required to transact business at the meeting. If, however, a quorum is otherwise present at the Andrew special meeting, the failure to return your proxy card or otherwise provide proxy instructions will have no effect on the approval of the adjournment of the Andrew special meeting, if necessary, to solicit additional proxies for adoption of the merger agreement.
 
If you are an Andrew stockholder and submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” the adoption of the merger agreement and, if necessary, “FOR” the adjournment of the Andrew special meeting to solicit additional proxies for adoption of the merger agreement.
 
Q: MAY I VOTE IN PERSON?
 
A: If your shares of ADC common stock or Andrew common stock are registered directly in your name with ADC’s or Andrew’s transfer agent, respectively, you are considered, with respect to those shares, the shareholder of record, and the proxy materials and proxy card are being sent directly to you on behalf of ADC or Andrew, respectively. If you are an ADC shareowner of record, you may attend the ADC special meeting to be held on • , 2006, and vote your shares in person, rather than signing and returning your proxy card or otherwise providing proxy instructions. If you are an Andrew stockholder of record, you may attend the Andrew special meeting to be held on • , 2006, and vote your shares in person, rather than signing and returning your proxy card or otherwise providing proxy instructions.
 
If your shares of ADC common stock or Andrew common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the ADC special meeting or the Andrew special meeting, respectively. Because a beneficial owner is not the shareowner of record, you may not vote these shares in person at the applicable special meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.
 
Q: MAY I CHANGE MY VOTE AFTER I HAVE PROVIDED PROXY INSTRUCTIONS?
 
A: Yes. You may change your vote at any time before your proxy is voted at the ADC or Andrew special meeting, as applicable. You can do this in one of three ways:
 
• Send a written notice stating that you would like to revoke your proxy;
 
• Submit new proxy instructions either on a new proxy card, by telephone or via the Internet; or
 
• Attend the meeting and vote in person (if you are entitled to do so, as described in the preceding question and answer).
 
Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions.
 
Q: SHOULD I SEND IN MY STOCK CERTIFICATES NOW?
 
A: No. If you are an Andrew stockholder, after the merger is consummated, you will receive written instructions from ComputerShare Investor Services LLC, acting as ADC’s exchange agent, which we refer to as ComputerShare, explaining how to exchange your stock certificates representing shares of Andrew common stock for shares of ADC Andrew common stock, which will be issued in uncertificated book entry form. You will also receive a cash payment in lieu of any fractional share of ADC Andrew common


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stock. We refer to the shares of ADC Andrew common stock issuable in the merger, along with any cash payment in lieu of any fractional share, as the merger consideration. ADC shareowners will not exchange their stock certificates. Please do not send in your stock certificates with your proxy.
 
Q: HOW WILL ANDREW STOCKHOLDERS RECEIVE THE MERGER CONSIDERATION?
 
A: Following the merger, Andrew stockholders will receive a letter of transmittal and instructions on how to obtain the merger consideration in exchange for your Andrew common stock. You must return the completed letter of transmittal and your Andrew stock certificates as described in the instructions, and you will receive the merger consideration as soon as practicable after ComputerShare receives your completed letter of transmittal and Andrew stock certificates. If you hold shares through a brokerage account, your broker will handle the surrender of stock certificates to ComputerShare.
 
Q: AM I ENTITLED TO DISSENTERS’ OR APPRAISAL RIGHTS?
 
A: No. Under the Minnesota Business Corporations Act, ADC shareowners are not entitled to dissenters’ rights in connection with the merger or the issuance of the ADC Andrew common stock in the merger. Under the Delaware General Corporation Law, holders of Andrew common stock are not entitled to appraisal rights in connection with the merger because both ADC common stock and Andrew common stock are listed on the Nasdaq Global Market.
 
Q: WHO IS PAYING FOR THIS PROXY SOLICITATION?
 
A: ADC and Andrew are conducting this proxy solicitation and will bear the cost of soliciting proxies, including the preparation, assembly, printing and mailing of this joint proxy statement/prospectus, the proxy card and any additional information furnished to shareholders. ADC has engaged the services of Innisfree M&A Incorporated to distribute proxy solicitation materials to brokers, banks and other nominees and to assist in the solicitation of proxies from ADC shareowners. Andrew has retained MacKenzie Partners, Inc. to aid in Andrew’s proxy solicitation process. ADC estimates that its proxy solicitor fees will be approximately $100,000 and Andrew estimates that its proxy solicitor fees will be approximately $75,000, plus reimbursement of out-of-pocket expenses. ADC and Andrew may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding proxy and solicitation materials to beneficial owners.
 
Q: DO I NEED TO ATTEND MY RESPECTIVE SPECIAL MEETING IN PERSON?
 
A: No. It is not necessary for you to attend your respective special meeting to vote your shares if either ADC or Andrew previously has received your proxy, although you are welcome to attend.
 
Q: WHO CAN HELP ANSWER MY QUESTIONS?
 
A: ADC Shareowners:  If you have questions about the merger, including the procedures for voting your shares, or would like additional copies, without charge, of this joint proxy statement/prospectus, you should contact:
 
ADC Telecommunications, Inc.
Attn: Investor Relations
P.O. Box 1101
Minneapolis, Minnesota 55440-1011
Telephone: (952) 917-0991
E-mail: investor@adc.com
Internet: www.adc.com/investorrelations/financialinformation/secfilings/
 
Or
 
Innisfree M&A Incorporated
501 Madison Avenue
20th Floor
New York, New York 10022
Telephone: (888) 750-5834


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Banks and Brokers Call Collect: (212) 750-5833
E-mail: info@innisfreema.com
 
Andrew Stockholders:  If you have questions about the merger, including the procedures for voting your shares, or would like additional copies, without charge, of this joint proxy statement/prospectus, you should contact:
 
Andrew Corporation
Attn: Investor Relations
3 Westbrook Corporate Center
Westchester, Illinois 60154
Telephone: (800) 232-6767
E-mail: InvestorSection@andrew.com
 
Or
 
MacKenzie Partners, Inc.
105 Madison Avenue
14th Floor
New York, New York 10016
Call Toll-Free (800) 322-2885 or
Call Collect (212) 929-5500
E-mail: proxy@mackenziepartners.com

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SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS
 
This summary highlights selected information from this document and may not contain all information that is important to you. To understand the merger more fully, you should read carefully this entire document, including its annexes, and the documents incorporated by reference into this document. For further information, including a list of documents incorporated by reference, see the section entitled “Where You Can Find More Information.” The merger agreement is attached as Annex A to this joint proxy statement/prospectus. We encourage you to read the merger agreement as it is the legal document that governs the merger.
 
Comparative Per Share Market Price Information
 
ADC common stock and Andrew common stock are listed on the Nasdaq Global Market under the symbols “ADCT” and “ANDW,” respectively. On May 30, 2006, the last full trading day prior to the public announcement of the proposed merger, ADC common stock closed at $22.38 and Andrew common stock closed at $9.78. On June 27, 2006, ADC common stock closed at $16.12 and Andrew common stock closed at $8.75. For further information, see the section entitled “Market Price and Dividend Information” for additional historical prices of ADC and Andrew common stock.
 
The Companies
 
ADC Telecommunications, Inc.
13625 Technology Drive
Eden Prairie, Minnesota 55344
Telephone: (952) 917-0991
 
ADC is a leading global provider of communications network infrastructure solutions and services. ADC’s products and services provide connections for communications networks over copper, fiber, coaxial and wireless media and enable the use of high-speed Internet, data, video and voice services by residences, businesses and mobile communications subscribers.
 
Hazeltine Merger Sub, Inc. is a wholly owned subsidiary of ADC that was incorporated in Delaware on May 25, 2006. Hazeltine Merger Sub does not engage in any operations and exists solely to facilitate the merger. For additional information about ADC, please see the section entitled “Business of ADC.”
 
Andrew Corporation
3 Westbrook Corporate Center
Suite 900
Westchester, Illinois 60154
Telephone: (800) 232-6767
 
Andrew Corporation designs, manufactures and delivers innovative and essential equipment and solutions for the global communications infrastructure market. Andrew serves operators and original equipment manufacturers from facilities in 35 countries. Andrew, headquartered in Westchester, IL, is an S&P 500 company founded in 1937. For additional information about Andrew, please see the section entitled “Business of Andrew.”
 
The ADC Special Meeting
 
Date, Time and Place.  The special meeting of ADC shareowners will be held on • , 2006, at • commencing at • local time.
 
What you are being asked to vote on.  At the ADC special meeting, ADC shareowners will vote on Proposal No. 1 to approve the issuance of ADC Andrew common stock in the merger and Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary.
 
Who may vote.  Only holders of record of ADC common stock at the close of business on the ADC record date, • , 2006, are entitled to notice of, and to vote at, the ADC special meeting. There were • shares


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of ADC common stock issued and outstanding at the close of business on the ADC record date. Each share of ADC common stock entitles its holder to one vote on each matter submitted for shareowner approval.
 
What vote is needed.  Approval of each of Proposal No. 1 and Proposal No. 2 requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at the ADC special meeting, if a quorum is present.
 
Share Ownership of Management.  As of June 21, 2006, the directors and executive officers of ADC and their affiliates held approximately 0.3% of the shares entitled to be voted at the ADC special meeting.
 
For further information regarding the ADC special meeting, see the section entitled “The ADC Special Meeting.”
 
The Andrew Special Meeting
 
Date, Time and Place.  The Andrew special meeting will take place at • , on • , 2006 at • , local time.
 
What you are being asked to vote on.  At the Andrew special meeting, Andrew stockholders will vote on Proposal No. 1 to adopt the merger agreement and Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. Adoption of the merger agreement by Andrew stockholders will constitute approval of all of the transactions contemplated in the merger agreement.
 
Who may vote.  You may vote at the Andrew special meeting if you owned Andrew common stock at the close of business on the Andrew record date, • , 2006. On that date, there were • shares of Andrew common stock outstanding and entitled to vote. You may cast one vote for each share of Andrew common stock that you owned on the Andrew record date.
 
What vote is needed.  The affirmative vote in person or by proxy of the holders of a majority of the voting power of the shares of Andrew common stock issued and outstanding on the Andrew record date is required to approve Proposal No. 1. Approval of Proposal No. 2 requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at the Andrew special meeting, if a quorum is present.
 
Share Ownership of Management.  As of June 15, 2006, shares representing approximately 0.6% of the outstanding shares of Andrew common stock were held by Andrew’s directors, executive officers and their respective affiliates.
 
For further information regarding the Andrew special meeting, see the section entitled “The Andrew Special Meeting.”
 
Recommendations to Shareowners of ADC and Stockholders of Andrew
 
To ADC Shareholders:  After careful consideration, ADC’s board of directors recommends that ADC shareowners vote “FOR” Proposal No. 1 to approve the issuance of shares of ADC Andrew common stock in the merger and “FOR” Proposal No. 2 to adjourn the ADC special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. For further information, see the section entitled “The ADC Special Meeting — ADC Board Recommendation.”
 
To Andrew Stockholders.  After careful consideration, Andrew’s board of directors recommends that Andrew stockholders vote “FOR” Proposal No. 1 to adopt the merger agreement and “FOR” Proposal No. 2 to adjourn the Andrew special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. For further information, see the section entitled “The Andrew Special Meeting — Andrew Board Recommendation.”
 
Structure of the Merger
 
In the merger, Hazeltine Merger Sub, Inc., a wholly owned subsidiary of ADC, will merge with and into Andrew, and Andrew will become a wholly owned subsidiary of ADC. Immediately after the effective time of the merger, ADC will change its name to “ADC Andrew, Inc.” Holders of Andrew common stock, options,


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and warrants will become holders of ADC Andrew common stock, options, and warrants, respectively, following the merger. The shares of ADC Andrew common stock issued to Andrew stockholders in connection with the merger are expected to represent approximately 44% of the outstanding shares of ADC Andrew common stock immediately following the consummation of the merger, based on the number of shares of ADC common stock and Andrew common stock outstanding on June 28, 2006 (including any Andrew restricted stock units that will vest as a result of the merger) assuming that no Andrew or ADC stock options or warrants are exercised, or convertible notes converted, between June 28, 2006 and the effective time of the merger. For further information about the structure of the merger, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — General Description of the Merger.”
 
Conversion of Andrew Shares in the Merger
 
Each share of Andrew common stock issued and outstanding immediately prior to the completion of the merger, but excluding shares of Andrew common stock held in the treasury of Andrew, will be converted into the right to receive 0.57 shares of ADC Andrew common stock. The merger agreement provides that this exchange ratio shall be adjusted only in the event of certain changes to the capital stock of either Andrew or ADC prior to the merger, such as stock splits, reclassifications and other similar changes. The exchange ratio will not be adjusted as a result of any changes to the market price of ADC or Andrew common stock. For further information, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — General Description of the Merger.”
 
Andrew Stock Options, Warrant and Convertible Note
 
In the merger, all outstanding Andrew employee stock options and other stock-based awards will be converted into options and stock-based awards of ADC Andrew, and those options and awards will entitle the holder to receive ADC Andrew common stock. The number of shares issuable under those options and awards, and the exercise prices for those options and awards, will be adjusted based on the merger exchange ratio of 0.57 shares of ADC Andrew common stock for every share of Andrew common stock. The number of shares will be rounded down to nearest whole number of shares, and the exercise price will be rounded up to the nearest whole cent. Pursuant to the terms of the Andrew stock plans, outstanding and unexercised options to purchase shares of Andrew common stock will fully vest at the effective time of the merger.
 
The outstanding warrant, dated January 16, 2004, to purchase 1,000,000 shares of Andrew common stock originally issued to True Position, Inc., which we refer to as the Andrew warrant, will be converted into a right to purchase ADC Andrew common stock. The number of ADC Andrew shares issuable under the Andrew warrant and the exercise price for the Andrew warrant will be adjusted based on the merger exchange ratio of 0.57 shares of ADC Andrew common stock for every share of Andrew common stock.
 
The 31/4% convertible subordinated notes, due 2013, issued by Andrew, which we refer to as the Andrew notes, will cease to be convertible into Andrew common stock and will become convertible into ADC Andrew common stock. The number of ADC Andrew shares into which each Andrew note is convertible will be adjusted based on the merger exchange ratio of 0.57 shares of ADC Andrew common stock for every share of Andrew common stock.
 
For further information see the sections entitled “The Merger Agreement — Treatment of Stock Options and Restricted Stock Units,” “— Treatment of Andrew Warrant and Andrew Notes,” and “— Conditions to Completion of the Merger.”
 
ADC Andrew Board of Directors
 
In connection with the merger, four members of ADC’s board of directors (James C. Castle, Ph.D., John E. Rehfeld, Jean-Pierre Rosso and John D. Wunsch) will resign effective as of the effective time of the merger. Four members of Andrew’s board of directors (Gerald A. Poch, Anne F. Pollack, Glen O. Toney and Andrea L. Zopp) will be elected and join eight members of ADC’s board of directors (John A. Blanchard III, John J. Boyle III, Mickey P. Foret, J. Kevin Gilligan, Lois M. Martin, William R. Spivey, Ph.D., Robert E. Switz and Larry W. Wangberg) to form the ADC Andrew board of directors immediately after the closing of the merger. By approving ADC Proposal No. 1, and assuming the merger closes, ADC shareowners, as an integral part of


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the merger, will be electing four members of the Andrew board of directors to fill the vacancies on the ADC Andrew board created by the resignations of the departing ADC directors. For further information on the ADC Andrew board of directors, please see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — ADC Andrew Board of Directors.”
 
Risk Factors
 
In evaluating the merger agreement or the issuance of shares of ADC Andrew common stock in the merger, you should read this joint proxy statement/prospectus carefully and especially consider the factors discussed in the section entitled “Risk Factors.”
 
Reasons for the Merger
 
ADC.  In reaching its decision to approve the merger, ADC’s board of directors consulted with senior management and its financial and legal advisors and considered a number of material factors. ADC’s management believes that the combination of ADC and Andrew represents an opportunity to combine ADC’s leading wireline connectivity solutions with Andrew’s leading wireless infrastructure solutions to create a global leader in communications network infrastructure products with greater customer and product diversity as well as greater financial resources than could have been achieved by ADC alone. For further information about ADC’s reasons for the merger, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Reasons for the Merger.”
 
Andrew.  In reaching its decision to approve the merger, Andrew’s board of directors consulted with senior management and its financial and legal advisors and considered a number of material factors. Andrew’s management believes that the merger is an opportunity to combine ADC’s leadership position in wireline connectivity solutions and Andrew’s leadership position in wireless infrastructure solutions, providing the combined company with a substantially greater global presence, customer base, economies of scale, product breadth, innovation ability and financial strength. For further information about Andrew’s reasons for the merger, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Reasons for the Merger.”
 
Opinion of ADC’s Financial Advisor
 
Pursuant to the terms of an engagement letter dated May 12, 2006, ADC retained Dresdner Kleinwort Wasserstein Securities LLC, which we refer to as DrKW, as a financial advisor in connection with the proposed merger. At the meeting of the board of directors of ADC on May 30, 2006, DrKW rendered its oral opinion to the board of directors of ADC, subsequently confirmed in writing, that, as of such date, the exchange ratio provided for pursuant to the terms of the merger agreement was fair to ADC from a financial point of view. The full text of DrKW’s opinion to the board of directors of ADC, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the review undertaken, is attached to this joint proxy statement/prospectus as Annex B and is incorporated into this joint proxy statement/prospectus by reference. We encourage you to read both this opinion and the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Opinion of ADC’s Financial Advisor” carefully and in their entirety. DrKW’s opinion is addressed to the board of directors of ADC and relates only to the fairness from a financial point of view to ADC of the exchange ratio in the merger. DrKW’s opinion does not address any other aspect of the proposed merger or any related transaction and does not constitute a recommendation to any shareholder as to any matter relating to the merger. The summary of DrKW’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. DrKW has consented to the inclusion of and references to its opinion in this joint proxy statement/prospectus, which consent is filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
 
Opinion of Andrew’s Financial Advisor
 
On May 30, 2006, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as Merrill Lynch, delivered to Andrew’s board of directors its oral opinion, which opinion was subsequently confirmed in


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writing, to the effect that, as of that date and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the exchange ratio pursuant to the merger of 0.57 was fair, from a financial point of view, to the holders of Andrew common stock. A copy of Merrill Lynch’s written opinion is attached to this joint proxy statement/prospectus as Annex C. Merrill Lynch was not requested to and did not provide any financial advisory services to Andrew in connection with the merger, including advice concerning the structure, the specific amount of the exchange ratio, or any other aspects of the merger, other than the delivery of its opinion. Merrill Lynch did not participate in negotiations with respect to the exchange ratio or the other terms of the merger or the agreement. We encourage you to read carefully both the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Opinion of Andrew’s Financial Advisor” and the opinion itself in its entirety for a description of the assumptions made, matters considered and limits on the scope of review undertaken by Merrill Lynch. Merrill Lynch’s opinion was intended for the use and benefit of Andrew’s board of directors, does not address the merits of the underlying decision by Andrew to enter into the merger agreement or any of the transactions contemplated thereby, including the merger, and does not constitute a recommendation to any Andrew stockholder as to how that stockholder should vote on the merger or any related matter.
 
Interests of Andrew Directors and Executive Officers
 
When considering the recommendations by the Andrew board of directors, you should be aware that a number of Andrew’s executive officers and directors have interests in the merger that are different from those of other Andrew stockholders. For further information, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Interests of Andrew Directors and Executive Officers in the Merger.”
 
Restrictions on Sales of Shares to be Received in the Merger
 
The shares of ADC Andrew common stock to be issued in the merger and received by persons who are deemed to be “affiliates” of Andrew on the date of the Andrew special meeting may be resold by them only in transactions permitted by the resale provisions of Rule 145 under the Securities Act, or otherwise permitted under the Securities Act. For further information, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Restrictions on Sales of Shares to be Received in the Merger.”
 
No Solicitation
 
ADC and Andrew have agreed to a number of limitations with respect to soliciting, negotiating and discussing acquisition proposals involving persons other than Andrew or ADC, as applicable, and to certain related matters. For further information regarding these limitations, see the section entitled “The Merger Agreement — Covenants.”
 
Conditions to the Merger
 
The respective obligations of ADC and Andrew to consummate the merger are subject to the satisfaction or waiver of certain conditions. For further information about the conditions, see the section entitled “The Merger Agreement — Conditions to Completion of the Merger.”
 
Termination
 
Either ADC or Andrew can terminate the merger agreement under certain circumstances, which would prevent the merger from being consummated. For further information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement.”
 
A termination fee of $75 million may be payable by either ADC or Andrew to the other party upon the termination of the merger agreement under certain circumstances. For further information about the termination fee, see the section entitled “The Merger Agreement — Termination Fee.”


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Expenses
 
Subject to limited exceptions, all fees and expenses incurred in connection with the merger agreement will be paid by the party incurring such expenses. ADC and Andrew will share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing by the parties of the premerger notification and report forms relating to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and any foreign antitrust or competition laws. For further information, see the section entitled “The Merger Agreement — Covenants.”
 
Material Federal Income Tax Consequences of the Merger
 
ADC and Andrew each anticipate that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to completion of the merger that ADC receive an opinion from Dorsey & Whitney LLP and Andrew receive an opinion from Mayer, Brown, Rowe & Maw LLP, in each case dated as of the effective time of the merger, both to the effect that the merger will qualify as such a reorganization. If the merger qualifies as a reorganization, an Andrew stockholder generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of its shares of Andrew common stock for shares of ADC Andrew common stock. However, any cash received for a fractional share will result in the recognition of gain or loss as if such stockholder sold its fractional share. An Andrew stockholder’s aggregate adjusted tax basis in the shares of ADC Andrew common stock that it receives in the merger generally will equal its current aggregate adjusted tax basis in its Andrew common stock (reduced by the portion of such adjusted tax basis allocable to any fractional share interest for which it receives cash). For further information, see the section entitled “Material United States Federal Income Tax Consequences.”
 
Tax matters can be complicated, and the tax consequences of the merger to you will depend on the facts of your own situation. You should consult your own tax advisors to fully understand the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.
 
Regulatory Approvals
 
To consummate the merger, ADC and Andrew must make filings and obtain approvals or clearances from antitrust regulatory authorities in the United States, the European Union, and other countries. In the United States, ADC must also comply with applicable federal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of ADC Andrew common stock in the merger and the filing of this joint proxy statement/prospectus with the SEC. For further information, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Regulatory Approvals Required for the Merger.”
 
Anticipated Accounting Treatment of the Merger
 
The merger will be accounted for as a purchase transaction by ADC for financial reporting and accounting purposes under U.S. generally accepted accounting principles. The results of operations of Andrew will be included in the consolidated financial statements of ADC Andrew from and after the consummation of the merger. For further information, see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Anticipated Accounting Treatment of the Merger.”
 
Dissenters’ or Appraisal Rights
 
Holders of ADC common stock are not entitled to dissenters’ rights under the Minnesota Business Corporations Act in connection with the issuance of ADC Andrew common stock in the merger. Holders of Andrew common stock are not entitled to appraisal rights under the Delaware General Corporation Law in connection with the merger. For further information, see the sections entitled “The ADC Special Meeting — Dissenters’ Rights”, “The Andrew Special Meeting — Appraisal Rights” and “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Dissenters’ or Appraisal Rights.”


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MARKET PRICE AND DIVIDEND INFORMATION
 
ADC common stock and Andrew common stock are listed on the Nasdaq Global Market under the symbols “ADCT” and “ANDW,” respectively. The following tables present, for the periods indicated, the range of high and low per share sales prices for ADC common stock and the range of high and low closing prices of Andrew common stock as reported on the Nasdaq Global Market. All of the sales prices for shares of ADC common stock listed below have been adjusted to reflect the reverse stock split ADC effected on May 10, 2005. Neither ADC nor Andrew has ever declared or paid any cash dividend on shares of its common stock.
 
ADC’s fiscal year ends on October 31, and Andrew’s fiscal year ends on September 30.
 
ADC Common Stock
 
                 
    High     Low  
 
Fiscal Year Ended October 31, 2004
               
First Quarter (11/1/2003-1/31/2004)
  $ 26.95     $ 16.24  
Second Quarter (2/1/2004-4/30/2004)
  $ 25.27     $ 16.24  
Third Quarter (5/1/2004-7/31/2004)
  $ 19.95     $ 14.70  
Fourth Quarter (8/1/2004-10/31/2004)
  $ 17.08     $ 12.25  
Fiscal Year Ended October 31, 2005
               
First Quarter (11/1/2004-1/28/2005)
  $ 19.88     $ 14.70  
Second Quarter (1/29/2005-4/29/2005)
  $ 18.20     $ 12.88  
Third Quarter (4/30/2005-7/29/2005)
  $ 26.27     $ 15.33  
Fourth Quarter (7/30/2005-10/31/2005)
  $ 27.14     $ 16.95  
Fiscal Year Ending October 31, 2006
               
First Quarter (11/1/2005-1/27/2006)
  $ 25.88     $ 17.21  
Second Quarter (1/28/2006-4/28/2006)
  $ 27.90     $ 22.30  
Third Quarter to date (4/29/2006-6/27/2006)
  $ 23.67     $ 15.84  
 
Andrew Common Stock
 
                 
    High     Low  
 
Fiscal Year Ended September 30, 2004
               
First Quarter (10/1/2003-12/31/2003)
  $ 13.76     $ 10.05  
Second Quarter (1/1/2004-3/31/2004)
  $ 18.83     $ 12.36  
Third Quarter (4/1/2004-6/30/2004)
  $ 21.26     $ 16.58  
Fourth Quarter (7/1/2004-9/30/2004)
  $ 19.92     $ 9.40  
Fiscal Year Ended September 30, 2005
               
First Quarter (10/1/2004-12/31/2004)
  $ 15.33     $ 12.51  
Second Quarter (1/1/2005-3/31/2005)
  $ 13.62     $ 11.32  
Third Quarter (4/1/2005-6/30/2005)
  $ 13.91     $ 11.03  
Fourth Quarter (7/1/2005-9/30/2005)
  $ 13.93     $ 10.67  
Fiscal Year Ending September 30, 2006
               
First Quarter (10/1/2005-12/31/2005)
  $ 11.57     $ 10.21  
Second Quarter (1/1/2006-3/31/2006)
  $ 13.74     $ 10.62  
Third Quarter to date (4/1/2006-6/27/2006)
  $ 12.24     $ 8.75  


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The following table presents the closing sales price per share of ADC common stock and Andrew common stock, as reported on the Nasdaq Global Market, and the estimated equivalent per share price (as explained below) of Andrew common stock on May 30, 2006, the last full trading day before the public announcement of the proposed merger, and on June 27, 2006:
 
                         
                Estimated
 
          Andrew
    Equivalent Andrew
 
    ADC Common Stock     Common Stock     per Share Price  
 
May 30, 2006
  $ 22.38     $ 9.78     $ 12.76  
June 27, 2006
    16.12       8.75       9.19  
 
The estimated equivalent per share price of a share of Andrew common stock equals the exchange ratio of 0.57 multiplied by the price of a share of ADC common stock. You may use this calculation to determine what your shares of Andrew common stock will be worth if the merger is consummated. If the merger had occurred on June 27, 2006, you would have received a number of shares of ADC Andrew common stock worth $9.19 for each share of Andrew common stock you owned. The actual equivalent per share price of a share of ADC Andrew common stock that you will receive if the merger is consummated may be different from this price because the per share price of ADC common stock on the Nasdaq Global Market fluctuates continuously.
 
Following the consummation of the merger, ADC Andrew common stock will continue to be listed on the Nasdaq Global Market, and there will be no further market for the Andrew common stock.


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SELECTED HISTORICAL FINANCIAL DATA OF ADC
 
The following statements of operations data for each of the three years in the period ended October 31, 2005 and the balance sheet data as of October 31, 2005 and 2004 have been derived from ADC’s audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended October 31, 2005, which is incorporated into this joint proxy statement/prospectus by reference, after considering the impact of the reclassifications discussed in note 1 below. The statements of operations data for the fiscal years ended October 31, 2002 and 2001 and the balance sheet data as of October 31, 2003, 2002 and 2001 have been derived from ADC’s audited consolidated financial statements for such years, after considering the impact of the reclassifications discussed in note 1 below, which have not been incorporated into this joint proxy statement/prospectus by reference. The statements of operations data for each of the six month periods ended April 28, 2006 and April 29, 2005 and the balance sheet data as of April 28, 2006 have been derived from ADC’s unaudited consolidated financial statements, which are contained in ADC’s Quarterly Report on Form 10-Q for the period ended April 28, 2006, which is incorporated into this joint proxy statement/prospectus by reference. The historical financial information of ADC does not include the results for each of Fiber Optic Network Solutions Corp, a company ADC acquired in fiscal 2005, for any date prior to August 26, 2005, OpenCell, Corp., a company ADC acquired in fiscal 2005, for any date prior to May 6, 2005, or KRONE Group, a group of companies ADC acquired in fiscal 2004, for any date prior to May 18, 2004. ADC’s historical book value per share is computed by dividing total shareowners’ investment by the number of common shares outstanding at the end of the period.
 
You should read this selected historical financial data together with the financial statements and their accompanying notes and management’s discussion and analysis of operations and financial condition of ADC contained in such reports that are incorporated by reference into this joint proxy statement/prospectus.
 
                                                         
    Six Months Ended                                
    April 28,
    April 29,
    Fiscal Year Ended October 31,  
    2006     2005     2005     2004     2003     2002     2001  
    (Unaudited)                                
    (In millions, except per share data)  
 
Historical Consolidated Statements of Operations Data:
                                                       
Net sales(1)
  $ 647.4     $ 554.1     $ 1,172.7     $ 774.8     $ 580.1     $ 803.7     $ 2,104.6  
Gross profit
    206.1       199.0       420.9       302.3       208.0       161.6       625.6  
Income (loss) from continuing operations(2)
    20.4       48.9       85.5       33.6       (39.8 )     (977.4 )     (1,151.3 )
Net income (loss)(2)
    21.0       85.9       110.7       16.4       (76.7 )     (1,145.0 )     (1,287.7 )
Net income (loss) available to common shareowners(2)
    21.0       85.9       110.7       16.4       (76.7 )     (1,145.0 )     (1,287.7 )
Income (loss) per common share — basic(3)
                                                       
Continuing operations
  $ 0.18     $ 0.42     $ 0.74     $ 0.29     $ (0.35 )   $ (8.60 )   $ (10.24 )
Net income (loss)
  $ 0.18     $ 0.74     $ 0.95     $ 0.14     $ (0.67 )   $ (10.07 )   $ (11.45 )
Income (loss) per common share — diluted(3)
                                                       
Continuing operations
  $ 0.18     $ 0.40     $ 0.72     $ 0.29     $ (0.35 )   $ (8.60 )   $ (10.24 )
Net income (loss)
  $ 0.18     $ 0.69     $ 0.91     $ 0.14     $ (0.67 )   $ (10.07 )   $ (11.45 )
 


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    As of
                               
    April 28,
    As of October 31,  
    2006     2005     2004     2003     2002     2001  
    (Unaudited)                                
    (In millions, except per share data)  
 
Historical Consolidated Balance Sheet Data:
                                               
Total assets
  $ 1,568.5     $ 1,537.2     $ 1,428.1     $ 1,296.9     $ 1,144.2     $ 2,499.7  
Total long-term obligations
    481.9       474.5       466.8       402.4       11.7       2.1  
Book value per share(3)
    6.92       6.64       5.70       5.45       6.41       16.73  
 
 
(1) Freight revenues for our APS business unit previously were netted with freight costs in cost of goods sold on our statements of operations. During the second quarter of fiscal year 2006, freight revenues were reported separately in net sales resulting in reclassifications of $3.5 million, $1.4 million, $0.3 million, $0.3 million and $1.4 million for fiscal years 2005, 2004, 2003, 2002 and 2001, respectively.
 
(2) Effective November 1, 2005, ADC adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment: An amendment of FASB Statements No. 123 and 95, which requires ADC to recognize in the statements of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. In accordance with the modified prospective transition method, prior periods have not been restated to reflect the impact of SFAS 123(R). The incremental reduction of income from continuing operations of adopting SFAS 123(R) was $5.1 million for the six months ended April 28, 2006. For further information regarding ADC’s adoption of SFAS 123(R), see Note 2 contained in ADC’s quarterly report on Form 10-Q for the period ended April 28, 2006 which is incorporated into this joint proxy statement/prospectus by reference.
 
(3) On April 18, 2005, ADC announced a one-for-seven reverse split of its common stock. The effective date of the reverse split was May 10, 2005. All share, share equivalent and per share amounts have been adjusted to reflect the reverse stock split for all periods presented.

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SELECTED HISTORICAL FINANCIAL DATA OF ANDREW
 
The following statements of operations data for each of the three years in the period ended September 30, 2005 and the balance sheet data as of September 30, 2005 and 2004 have been derived from Andrew’s audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended September 30, 2005, which is incorporated into this joint proxy statement/prospectus by reference. The statements of operations data for the fiscal years ended September 30, 2002 and 2001 and the balance sheet data as of September 30, 2003, 2002 and 2001 have been derived from Andrew’s audited consolidated financial statements for such years, which have not been incorporated into this joint proxy statement/prospectus by reference. The statements of operations data for each of the six month periods ended March 31, 2006 and 2005 and the balance sheet data as of March 31, 2006 have been derived from Andrew’s unaudited consolidated financial statements, which are contained in Andrew’s Quarterly Report on Form 10-Q for the period ended March 31, 2006 and incorporated into this joint proxy statement/prospectus by reference. The historical financial information of Andrew does not include the results of Allen Telecom, Inc. for any date prior to July 15, 2003 or Celiant for any date prior to June 4, 2002. Andrew’s historical book value per share is computed by dividing total stockholders’ equity less preferred stock by the number of Andrew common shares outstanding at the end of the period.
 
You should read this selected historical financial data together with the financial statements that are incorporated by reference into this joint proxy statement/prospectus and their accompanying notes and management’s discussion and analysis of operations and financial condition of Andrew contained in such reports.
 
                                                         
    Six Months Ended
       
    March 31,     Fiscal Year Ended September 30,  
    2006     2005     2005     2004     2003     2002     2001  
    (Unaudited)                                
    (In millions, except per share data)  
 
Historical Consolidated Statements of Operations Data:
                                                       
Net sales
  $ 996.3     $ 955.6     $ 1,961.2     $ 1,828.4     $ 1,011.7     $ 864.8     $ 935.3  
Gross profit
    216.4       207.7       436.8       443.3       272.3       237.7       309.9  
Income from continuing operations(1)
    18.4       18.3       38.9       28.9       17.0       10.5       68.9  
Net income (loss)(1)
    18.4       18.3       38.9       28.9       13.9       (26.4 )     61.6  
Preferred stock dividends
          0.2       0.2       0.7       6.5              
Net income (loss) available to common stockholders(1)
    18.4       18.1       38.7       28.2       7.4       (26.4 )     61.6  
Income (loss) per common share — basic
                                                       
Continuing operations
  $ 0.12     $ 0.11     $ 0.24     $ 0.18     $ 0.10     $ 0.12     $ 0.85  
Net income (loss)
  $ 0.12     $ 0.11     $ 0.24     $ 0.18     $ 0.07     $ (0.30 )   $ 0.76  
Income (loss) per common share — diluted
                                                       
Continuing operations
  $ 0.11     $ 0.11     $ 0.24     $ 0.18     $ 0.10     $ 0.12     $ 0.85  
Net income (loss)
  $ 0.11     $ 0.11     $ 0.24     $ 0.18     $ 0.07     $ (0.30 )   $ 0.76  


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    As of
                               
    March 31,
    As of September 30,  
    2006     2005     2004     2003     2002     2001  
    (Unaudited)                                
    (In millions, except per share data)  
 
Historical Consolidated Balance Sheet Data:
                                               
Total assets
  $ 2,308.2     $ 2,311.0     $ 2.239.7     $ 2,074.2     $ 1,123.7     $ 857.7  
Total long-term obligations
    318.2       324.9       339.2       375.3       41.9       77.7  
Redeemable preferred stock
                6.0       9.2              
Book value per share
    9.76       9.64       9.39       8.93       8.61       7.37  
 
 
(1) Effective October 1, 2005, Andrew adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment: An amendment of FASB Statements No. 123 and 95, which requires Andrew to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. In accordance with the modified prospective transition method, prior periods have not been restated to reflect the impact of SFAS 123(R). The incremental reduction of income from continuing operations of adopting SFAS 123(R) was $1.1 million for the six months ended March 31, 2006. For further information regarding Andrew’s adoption of SFAS 123(R), see Note 7 contained in Andrew’s quarterly report on Form 10-Q for the period ended March 31, 2006 which is incorporated into this joint proxy statement/prospectus by reference.


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SELECTED UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL DATA
As of and for the Six Months Ended April 28, 2006
 
The following table sets forth selected unaudited pro forma condensed combined financial data of ADC and Andrew as of and for the six months ended April 28, 2006. The pro forma amounts in the table below are based on the historical financial statements of ADC and Andrew adjusted to give effect to the merger. The pro forma amounts are prepared using the purchase method of accounting, with ADC treated as the acquirer and as if the acquisition had been completed on November 1, 2004 for statement of operations purposes and April  28, 2006 for balance sheet purposes. Because Andrew’s fiscal year ends September 30, the pro forma statement of operations for the six months ended April 28, 2006 is based on Andrew’s six months ended March 31, 2006. These pro forma amounts have been derived from (a) the unaudited consolidated financial statements of ADC contained in its Quarterly Report on Form 10-Q for the quarter ended April 28, 2006, which is incorporated by reference into this document, and (b) the unaudited consolidated financial statements of Andrew contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, which is incorporated by reference into this document.
 
The pro forma financial data in the table below is not intended to represent or be indicative of the consolidated results of operations or financial condition of the combined company that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of the combined company.
 
As of the date of this joint proxy statement/prospectus, ADC has not performed the detailed valuation studies necessary to arrive at the required estimates of the fair market value of the Andrew assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has ADC identified the adjustments necessary, if any, to conform Andrew data to ADC accounting policies. As indicated in Note 2 to the Unaudited Pro Forma Condensed Combined Financial Statements, ADC has made certain adjustments to the historical book values of the assets and liabilities of Andrew to reflect certain preliminary estimates of the fair values necessary to prepare the Unaudited Pro Forma Condensed Combined Financial Statements, with the excess of the purchase price over the historical net assets of Andrew, as adjusted to reflect estimated fair values, recorded as goodwill. Actual results will differ from these Unaudited Pro Forma Condensed Combined Financial Statements once ADC has determined the final purchase price for Andrew, has completed the valuation studies necessary to finalize the required purchase price allocations and has identified any necessary conforming accounting changes for Andrew. There can be no assurance that such finalization will not result in material changes.
 
The pro forma financial data in the table below does not include the realization of future cost savings from synergies or restructuring costs expected to result from the merger with Andrew. The pro forma financial data should be read in conjunction with the historical consolidated financial statements and accompanying notes of ADC and Andrew incorporated by reference into this joint proxy statement/prospectus.


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The pro forma combined book value per share is computed by dividing total pro forma shareowners’ investment by the pro forma number of common shares outstanding at the end of the period.
 
         
    As of and for the
 
    Six Months Ended
 
    April 28, 2006  
    (In millions,
 
    except per
 
    share amounts)  
 
Net sales
  $ 1,643.7  
Gross profit
    422.8  
Income from continuing operations
    43.6  
Basic income per share from continuing operations
    0.21  
Diluted income per share from continuing operations
    0.21  
Total assets
    4,182.0  
Total long-term obligations
    843.2  
Book value per share
    12.40  


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SELECTED UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL DATA
For the Year Ended October 31, 2005
 
The following table sets forth selected unaudited pro forma condensed combined financial data of ADC and Andrew for the fiscal year ended October 31, 2005. The pro forma amounts in the table below are based on the historical financial statements of ADC and Andrew adjusted to give effect to the merger. The pro forma amounts are prepared using the purchase method of accounting, with ADC treated as the acquirer and as if the acquisition had been completed on November 1, 2004 for statement of operations purposes. Because Andrew’s fiscal year ends September 30, the pro forma statement of operations for the fiscal year ended October 31, 2005 is based on Andrew’s statement of operations for its fiscal year ended September 30, 2005. These pro forma amounts have been derived from (a) the audited consolidated financial statements of ADC contained in its Annual Report on Form 10-K for the fiscal year ended October 31, 2005, which is incorporated by reference into this document, and (b) the audited consolidated financial statements of Andrew contained in its Annual Report on Form 10-K for the fiscal year ended September 30, 2005, which is incorporated by reference into this document.
 
The pro forma financial data in the table below is not intended to represent or be indicative of the consolidated results of operations or financial condition of the combined company that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of the combined company.
 
As of the date of this joint proxy statement/prospectus, ADC has not performed the detailed valuation studies necessary to arrive at the required estimates of the fair market value of the Andrew assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has ADC identified the adjustments necessary, if any, to conform Andrew data to ADC accounting policies. As indicated in Note 2 to the Unaudited Pro Forma Condensed Combined Financial Statements, ADC has made certain adjustments to the historical book values of the assets and liabilities of Andrew to reflect certain preliminary estimates of the fair values necessary to prepare the Unaudited Pro Forma Condensed Combined Financial Statements, with the excess of the purchase price over the historical net assets of Andrew, as adjusted to reflect estimated fair values, recorded as goodwill. Actual results will differ from these Unaudited Pro Forma Condensed Combined Financial Statements once ADC has determined the final purchase price for Andrew, has completed the valuation studies necessary to finalize the required purchase price allocations and has identified any necessary conforming accounting changes for Andrew. There can be no assurance that such finalization will not result in material changes.
 
The pro forma financial data in the table below does not include the realization of future cost savings from synergies or restructuring costs expected to result from the merger with Andrew. The pro forma financial data should be read in conjunction with the historical consolidated financial statements and accompanying notes of ADC and Andrew incorporated by reference into this joint proxy statement/prospectus.
 
         
    Fiscal Year
 
    Ended
 
    October 31, 2005  
    (In millions,
 
    except per
 
    share amounts)  
 
Net sales
  $ 3,133.9  
Gross profit
    858.5  
Income from continuing operations
    124.4  
Basic income per share from continuing operations
    0.60  
Diluted income per share from continuing operations
    0.60  


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UNAUDITED COMPARATIVE HISTORICAL AND PER SHARE DATA
 
The following table summarizes unaudited per share information for ADC and Andrew on a historical basis, a pro forma combined basis for the combined company and an equivalent pro forma combined basis for Andrew. It has been assumed for purposes of the pro forma financial information provided below that the merger was completed on November 1, 2004 for statements of operations purposes and April 28, 2006 for balance sheet purposes. As a result of different fiscal period ending dates, the unaudited pro forma combined per share data for the six months ended April 28, 2006 combines ADC’s historical information for the six months ended April 28, 2006 with Andrew’s historical information for the six months ended March 31, 2006. The unaudited pro forma combined per share data for the fiscal year ended October 31, 2005 combines ADC’s historical information for the fiscal year ended October 31, 2005 with Andrew’s historical information for the fiscal year ended September 30, 2005. ADC’s historical book value per share is computed by dividing total shareowners’ investment by the number of common shares outstanding at the end of the period. Andrew’s historical book value per share is computed by dividing total stockholders’ equity by the number of common shares outstanding at the end of the period. The pro forma combined book value per share is computed by dividing total pro forma shareowners’ investment by the pro forma number of common shares outstanding at the end of the period. Andrew’s equivalent pro forma combined per share amounts are calculated by multiplying the pro forma combined per share amounts by 0.57, the number of shares of ADC Andrew common stock that will be exchanged for each Andrew common share in the merger.
 
You should read this per share data together with the respective audited and unaudited financial statements and related notes of ADC and Andrew that are incorporated by reference into this joint proxy statement/prospectus and the unaudited pro forma condensed financial information and notes related to such consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The pro forma information below is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future operating results or financial position of the combined company.
 
                 
    Six Months
    Fiscal Year
 
    Ended
    Ended
 
    April 28, 2006     October 31, 2005  
 
ADC — Historical
               
Historical per common share:
               
Basic income per share from continuing operations
  $ 0.18     $ 0.74  
Diluted income per share from continuing operations
    0.18       0.72  
Book value per share
    6.92       6.64  
 
                 
    Six Months
    Fiscal Year
 
    Ended
    Ended
 
    March 31, 2006     September 30, 2005  
 
Andrew — Historical
               
Historical per common share:
               
Basic income per share from continuing operations
  $ 0.12     $ 0.24  
Diluted income per share from continuing operations
    0.11       0.24  
Book value per share
    9.76       9.64  
 


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    Six Months
    Fiscal Year
 
    Ended
    Ended
 
    April 28, 2006     October 31, 2005  
 
Unaudited Pro Forma Combined
               
Unaudited pro forma per share of ADC Andrew common shares:
               
Basic income per share from continuing operations
  $ 0.21     $ 0.60  
Diluted income per share from continuing operations
    0.21       0.60  
Book value per share
    12.40        
 
                 
    Six Months
    Fiscal Year
 
    Ended
    Ended
 
    April 28, 2006     October 31, 2005  
 
Unaudited Pro Forma Andrew Equivalents
               
Unaudited pro forma per share of ADC Andrew common shares:
               
Basic income per share from continuing operations
  $ 0.12     $ 0.34  
Diluted income per share from continuing operations
    0.12       0.34  
Book value per share
    7.07        

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FORWARD-LOOKING INFORMATION
 
This joint proxy statement/prospectus includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believes,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predicts,” “project,” “should,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this joint proxy statement/prospectus include, without limitation, statements regarding forecasts of market growth, future revenue, benefits of the proposed merger, expectations that the merger will be accretive to ADC Andrew’s results, expectations of cost synergies as a result of the merger, future expectations concerning available cash and cash equivalents, and other matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed in or implied by this joint proxy statement/prospectus. Such risk factors include, among others:
 
  •  Difficulties we may encounter in integrating the merged businesses.
 
  •  Uncertainties as to the timing of the merger, and the satisfaction of closing conditions to the merger, including the receipt of regulatory approvals.
 
  •  The receipt of required shareholder approvals.
 
  •  Whether certain markets will grow as anticipated.
 
  •  The competitive environment in the telecommunications industry and competitive responses to the proposed merger.
 
  •  Whether the companies can successfully develop new products on a timely basis and the degree to which these gain market acceptance.
 
Actual results may differ materially from those contained in the forward-looking statements in this joint proxy statement/prospectus. Additional information concerning these and other risk factors is contained in ADC’s and Andrew’s most recently filed Annual Reports on Form 10-K and most recently filed Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. All forward-looking statements are qualified in their entirety by this cautionary statement.


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RISK FACTORS
 
Before you vote for the adoption of the ADC Andrew share issuance or the merger agreement, as the case may be, you should carefully consider the risks described in addition to the other information contained in this joint proxy statement/prospectus, including the section entitled “Forward-Looking Information.” By voting in favor of the ADC Andrew share issuance, ADC shareowners will be choosing to dilute their shareholdings significantly in exchange for obtaining an interest in the assets, liabilities and business of Andrew. By voting in favor of the merger agreement and merger, Andrew stockholders will be choosing to invest in ADC Andrew common stock.
 
The risks and uncertainties described below are not the only ones facing ADC or the combined company, ADC Andrew, after the merger. If any of the following risks actually occur, the business, financial condition or results of operations of ADC, and ADC Andrew, after the merger, could be materially adversely affected, the value of ADC Andrew’s common stock could decline and you may lose all or part of your investment.
 
Risks Related to the Merger
 
The value of the shares of ADC Andrew common stock that Andrew stockholders will receive in the merger will vary as a result of the fixed exchange ratio and fluctuations in the price of ADC’s common stock.
 
At the effective time of the merger, each outstanding share of Andrew common stock will be converted into the right to receive 0.57 shares of ADC Andrew common stock. The ratio at which the shares will be converted is fixed and any changes in the price of ADC common stock will affect the value of the merger consideration that Andrew stockholders receive. Therefore, if the price of ADC common stock declines prior to completion of the merger, the value of the merger consideration to be received by Andrew stockholders will decrease. In addition, you will not know the exact value of the merger consideration at the time you vote. Stock price variations may result from changes in the business, operations or prospects of ADC, Andrew or the combined company, market assessments of the likelihood that the merger will be completed within the anticipated timeframe or at all, general market and economic conditions and other factors which are beyond the control of ADC or Andrew. Neither party may terminate the merger agreement as a result of a change in the share price of ADC or Andrew. Recent market prices of ADC common stock and Andrew common stock are found under the heading “Market Price and Dividend Information” and we encourage Andrew stockholders to obtain current market quotations for ADC common stock and Andrew common stock.
 
The historical prices of ADC’s common stock and Andrew’s common stock included in this joint proxy statement/prospectus are not indicative of what their prices will be on the date the merger becomes effective. The future market prices of ADC common stock and Andrew common stock cannot be guaranteed or predicted. Under the merger agreement, neither ADC nor Andrew is permitted to terminate the merger agreement solely because of changes in the market price of either party’s common stock.
 
ADC and Andrew may be required to comply with material restrictions or conditions in order to obtain the regulatory approvals to complete the merger and any delays in obtaining regulatory approvals will delay and may possibly prevent the merger.
 
The merger is subject to review by the U.S. Department of Justice and the U.S. Federal Trade Commission under the HSR Act, and by certain antitrust authorities outside of the United States. Under the HSR Act, ADC and Andrew are required to make pre-merger notification filings and await the expiration or early termination of the statutory waiting period prior to completing the merger. ADC and Andrew filed a Notification and Report Form pursuant to the HSR Act with the U.S. Department of Justice and U.S. Federal Trade Commission on June 13, 2006.
 
The governmental entities from which approvals are required may attempt to condition their approvals of the merger on the satisfaction of certain regulatory conditions that may have the effect of imposing restrictions or additional costs on the combined company. These conditions could include a complete or partial license, divestiture, spin-off or the sale of certain assets or businesses of either ADC or Andrew, which may be on


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terms that are not as favorable to ADC as may have been attainable absent the merger, or other restrictions on the operation of the combined business. While ADC and Andrew expect to obtain the required regulatory approvals, neither can be certain that all of the required antitrust approvals will be obtained, nor can the parties be certain that the approvals will be obtained within the time limits contemplated by the merger agreement. A delay in obtaining the required approvals will delay and may possibly prevent the completion of the merger.
 
Each of ADC and Andrew is subject to certain restrictions on the conduct of its business under the terms of the merger agreement.
 
Under the terms of the merger agreement, each of ADC and Andrew has agreed to certain restrictions on the operations of their businesses that are customary for transactions similar to the merger. Each has agreed that it shall limit the conduct of its business to those actions undertaken in the ordinary course of business. In addition, each party has agreed not to undertake, or has agreed to limit, certain corporate actions without the consent of the other party. Among others, these actions include mergers and acquisitions or dispositions of assets, making loans to third parties, settling litigation matters of a certain size and undertaking capital expenditures in excess of prescribed limits. For a complete list of such restrictions, please see the section entitled “The Merger Agreement — Covenants.”
 
Because of these restrictions, each of ADC and Andrew may not have taken, and may not be able to undertake, certain actions with respect to the conduct of its business that it might otherwise have taken if not for the merger agreement.
 
The anticipated benefits of combining ADC and Andrew may not be realized.
 
ADC and Andrew entered into the merger agreement with the expectation that the merger will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross-selling opportunities, technology and operating efficiencies. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including, but not limited to, the ability of the combined company to manage potential increases in commodities prices, whether ADC and Andrew can otherwise integrate their respective businesses in an efficient and effective manner, the reaction of existing or potential competitors of the combined business to the transaction, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact ADC Andrew’s business, financial condition and operating results.
 
ADC Andrew may fail to realize the anticipated synergies and cost savings expected from the merger.
 
The success of ADC Andrew after the merger will depend, in part, on its ability to realize the anticipated growth opportunities and cost savings from combining the businesses of ADC and Andrew. ADC and Andrew expect that the merger will result in cost synergies beginning in the first year after consummation of the merger with preliminary estimated annual pre-tax cost synergies beginning in the third year after consummation of the merger of at least $70-80 million, with potential revenue synergies presenting additional potential upside. Such cost synergies are expected to be realized by consolidating and integrating of certain functions as well as through the adoption of best practices from both ADC and Andrew. However, to realize such anticipated benefits, ADC and Andrew must successfully combine their businesses in a manner that permits those synergies to be realized. In addition, these synergies must be achieved without adversely affecting revenues. If ADC Andrew is not able to successfully achieve these objectives, such anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected.
 
ADC and Andrew may have difficulty integrating and may incur substantial costs in connection with the integration.
 
Achieving the anticipated benefits of the merger will depend on the successful integration of ADC’s and Andrew’s products, services, operations, personnel, technology and facilities in a timely and efficient manner.


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Although neither ADC nor Andrew anticipates material difficulties in connection with such integration, the possibility exists that such difficulties could be experienced in connection with the merger, especially given the relatively large size of the merger. The time and expense associated with converting the businesses of the combined company to a common platform may exceed management’s expectations and limit or delay the intended benefits of the transaction. Similarly, the process of combining sales and marketing forces, consolidating administrative functions, and coordinating product and service offerings can take longer, cost more, and provide fewer benefits than initially projected. To the extent any of these events occurs, the benefits of the transaction may be reduced, at least for a period of time.
 
Integrating ADC and Andrew will be a complex, time-consuming and expensive process. Before the merger, ADC and Andrew operated independently, each with its own business, products, customers, employees, culture and systems.
 
ADC and Andrew may face substantial difficulties, costs and delays in integrating the two companies. These difficulties, costs and delays may include:
 
  •  Potential difficulty in combining the separate technologies of the combined company.
 
  •  Perceived adverse changes in product offerings available to customers or in customer service standards, whether or not these changes do, in fact, occur.
 
  •  Costs and delays in implementing common systems and procedures.
 
  •  Combining research and development teams and processes.
 
  •  Potential charges to earnings resulting from the application of purchase accounting to the transaction.
 
  •  Difficulty comparing financial reports due to differing financial and/or internal reporting systems.
 
  •  Diversion of management resources from the business of the combined company.
 
  •  The retention of existing customers of each company.
 
  •  Reduction or loss of customer orders due to the potential for market confusion, hesitation and delay.
 
  •  Retaining and integrating management and other key employees of the combined company.
 
  •  Coordinating infrastructure operations in an effective and efficient manner.
 
  •  Achieving the synergies anticipated to be realized from the merger on the timeline presently anticipated, if at all.
 
After the merger, ADC Andrew may seek to combine certain operations and functions using common information and communication systems, operating procedures, financial controls and human resource practices, including training, professional development and benefit programs. ADC Andrew may be unsuccessful in implementing the integration of these systems and processes.
 
Any one or all of these factors may cause increased operating costs, worse than anticipated financial performance or the loss of customers and employees. Many of these factors are also outside the control of either company.
 
ADC and Andrew may have difficulty integrating their respective systems of internal control over financial reporting.
 
The failure to integrate ADC’s and Andrew’s systems of internal control over financial reporting following the merger could affect adversely the combined company’s ability to exercise effective internal control over financial reporting. A failure by the combined company to exercise effective control over financial reporting could result in a material misstatement in the combined company’s annual or interim consolidated financial statements. In its report on internal controls over financial reporting for the year ended September 30, 2005, Andrew’s management indicated that Andrew and its subsidiaries did not maintain effective internal control over financial reporting as of September 30, 2005 due to certain material weaknesses described in Andrew’s annual report on Form 10-K for the year ended September 30, 2005 as incorporated by reference


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into this joint proxy statement/prospectus. Andrew has implemented changes in its internal controls to remedy the material weaknesses identified by management. However, Andrew’s independent registered public accounting firm has not yet audited the remediated controls and no assurance can be given that the measures taken are adequate to maintain effective control over Andrew’s financial reporting process.
 
ADC and Andrew both depend on key personnel, and the loss of any of these key personnel because of uncertainty regarding the merger, either before or after the merger, could hurt the businesses of the combined company.
 
ADC and Andrew depend on the services of their key personnel. Current and prospective employees of ADC and Andrew may, either before or after the merger, experience uncertainty about their future roles with the combined company, which may affect the performance of such personnel adversely and the ability of each company to retain and attract key personnel. The loss of the services of one or more of these key employees or the inability of ADC, Andrew or the combined company to attract, train, and retain qualified employees could result in the loss of customers or otherwise inhibit the ability of ADC Andrew to integrate and grow the business effectively.
 
The merger may result in a loss of customers.
 
Some customers may seek alternative sources of product and/or service after the announcement of the merger due to, among other reasons, a desire not to do business with the combined company or perceived concerns that the combined company may not continue to support and develop certain product lines. Difficulties in combining operations could also result in the loss of, or potential disputes or litigation with, customers. Any steps by management to counter such potential increased customer attrition may not be effective. Failure by management to retain customers could result in worse than anticipated financial performance.
 
If the conditions to the merger are not met, the merger may not occur.
 
Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. For a more complete discussion of the conditions to the merger, please see “The Merger Agreement — Conditions to Completion of the Merger.” If the conditions are not satisfied or waived, to the extent permitted by law or the rules or regulations of Nasdaq, the merger will not occur or will be delayed, and each of ADC and Andrew may lose some or all of the intended benefits of the merger. The following conditions, in addition to other customary closing conditions, must be satisfied or waived, if permissible, before ADC and Andrew are obligated to complete the merger:
 
  •  The merger agreement must be adopted by the holders of a majority of the issued and outstanding shares of Andrew common stock as of the Andrew record date.
 
  •  The ADC Andrew share issuance must be approved by a majority of the votes cast in person or by proxy at the ADC special meeting (provided a quorum is present).
 
  •  The waiting period (and any extension thereof) applicable to the merger pursuant to the HSR Act, or any other applicable competition, merger, antitrust or similar law shall have expired or been terminated.
 
  •  Specified governmental consents and approvals shall have been obtained and be in full force and effect.
 
  •  There must not be any judgment, injunction, decree or order issued by any court or other governmental entity or any other statute, law, rule, legal restraint or prohibition which prohibits, materially restricts, makes illegal or enjoins consummation of the merger.
 
  •  There must not be any action or proceeding pending by a governmental entity challenging or seeking to prevent the consummation of the merger.
 
ADC and Andrew may waive one or more of the conditions to the merger without resoliciting stockholder approval for the merger.
 
Each of the conditions to ADC’s and Andrew’s obligations to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law or Nasdaq rules or regulations, by agreement of


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ADC and Andrew if the condition is a condition to both ADC’s and Andrew’s obligations to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of ADC and Andrew will evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and resolicitation of proxies is necessary. However, ADC and Andrew generally do not expect any such waiver to be significant enough to require resolicitation of shareholders. In the event that any such waiver is not determined to be significant enough to require resolicitation of shareholders, the companies will have the discretion to complete the merger without seeking further shareholder approval. ADC and Andrew have agreed, however, that neither party shall waive the condition regarding the receipt of the opinion of its tax counsel following the adoption of the merger agreement by Andrew stockholders or, approval of the ADC Andrew share issuance by ADC shareowners, as the case may be, unless further shareholder approval is obtained with appropriate disclosure.
 
Some directors and executive officers of Andrew have interests that differ from those of Andrew stockholders in recommending that Andrew stockholders vote in favor of adoption of the merger agreement.
 
Certain executive officers and directors of Andrew have interests in the merger that are different from and in addition to the interests of Andrew stockholders generally.
 
At the effective time of the merger, four current members of Andrew’s board of directors will be elected to ADC Andrew’s board of directors. After the merger, some of Andrew’s executive officers will remain executive officers of, or consultants to, ADC Andrew or may become employees of ADC Andrew and may be offered equity-based or other incentives to remain with the combined company. The merger will cause vesting of some outstanding equity awards under the Andrew stock plans in which Andrew’s executive officers and directors participate. In addition, the merger will trigger change-in-control provisions under agreements Andrew has entered into with its executive officers, which will entitle them to severance benefits, payments in lieu of some perquisites, continuation of some benefit plans or payments in lieu of participation in such plans, payments to cover some taxes, including some excise taxes, and payments of legal expenses incurred by executives in enforcing their agreements. Some of these payments may be made within 30 days after the completion of the merger without regard to termination of employment. Upon completion of the merger, any portion of the balance in a participant’s account under Andrew’s employee retirement benefit restoration plan that was not previously forfeited or vested will become fully vested and payable. Each such participant will be entitled to a lump sum payment of the balance in his or her plan account as determined in accordance with the terms of the plan. If the merger is completed prior to the end of the performance period applicable to performance cash awards granted under Andrew’s management incentive program, then all outstanding awards under the program that were not previously forfeited or vested will become fully vested and payable upon completion of the merger and each grantee will be entitled to a lump sum payment of his or her awards in accordance with the terms of the plan.
 
The surviving corporation will indemnify, and provide advance expenses to, each current and former director and officer of Andrew and its subsidiaries against all losses in connection with any proceeding arising out of the fact that such person was a director or officer of Andrew or its subsidiaries, to the same extent that such person was indemnified prior to the date of the merger agreement. For six years after completion of the merger, ADC Andrew will maintain policies of directors’ and officers’ liability and fiduciary insurance on terms no less favorable to the insured as those in effect as of the date of the merger agreement, subject to certain limitations, covering acts or omissions before the merger. As of June 15, 2006, Andrew’s executive officers and directors and their respective affiliates owned approximately 0.6% of the shares of outstanding Andrew common stock. As of June 21, 2006, ADC’s executive officers and directors and their respective affiliates did not beneficially own any shares of Andrew stock.
 
Such interests may influence directors in making their recommendation that you vote in favor of adoption of the merger agreement and may influence officers in supporting the merger. For more information about these interests, please see “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Interests of Andrew Directors and Executive Officers in the Merger.”


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The value of the shares of ADC Andrew common stock that Andrew stockholders receive in the merger, as well as the percentage of the outstanding shares of capital stock of ADC Andrew held by Andrew stockholders following the merger, may decline as a result of additional acquisitions by ADC Andrew in the future.
 
After the merger, ADC Andrew may, as part of its business strategy, pursue additional acquisitions of companies or businesses. Any acquisition is subject to inherent risk and ADC Andrew cannot guarantee that it will be able to negotiate economically beneficial terms of such acquisition successfully, complete any acquisition, successfully integrate such business, retain its key employees and/or achieve the anticipated revenue, cost benefits or synergies. In connection with any potential future acquisition, ADC Andrew may issue additional shares of ADC Andrew common stock which could dilute the holdings of holders of ADC Andrew common stock at the time of such future acquisitions, including former Andrew stockholders.
 
The merger agreement limits ADC’s and Andrew’s ability to pursue an alternative transaction proposal to the merger, and requires ADC or Andrew to pay a termination fee if it does so under certain circumstances.
 
The merger agreement prohibits ADC and Andrew from soliciting, initiating, encouraging or facilitating certain alternative transaction proposals with any third party, subject to exceptions set forth in the merger agreement. See the section entitled “The Merger Agreement — Covenants — No Solicitation.” Further, the merger agreement provides that ADC or Andrew may be required to pay a termination fee to the other equal to $75 million in certain circumstances. See the section entitled “The Merger Agreement — Termination Fee” for a discussion of the circumstances in which ADC or Andrew may be required to pay a termination fee. These provisions limit ADC’s and Andrew’s ability to pursue offers from third parties that could result in greater value to shareholders of ADC or Andrew relative to the terms and conditions of the merger. ADC’s and Andrew’s obligation to pay the termination fee may discourage a third party from pursuing a competing acquisition proposal that could result in greater value to ADC or Andrew shareholders. In addition, payment of the termination fee could adversely affect the financial condition of the party making the payment.
 
Risks Related to the ADC Andrew Common Stock
 
ADC’s stock price is volatile.
 
Based on the trading history of ADC’s common stock and the nature of the market for publicly traded securities of companies in the communications industry, ADC believes that some factors have caused the market price of its common stock to fluctuate substantially. These factors are likely to cause the market price of the ADC Andrew common stock issued in the merger to fluctuate substantially. These fluctuations could occur from day-to-day or over a longer period of time. The factors that may cause such fluctuations include, without limitation:
 
  •  Announcements of new products and services by ADC or its competitors.
 
  •  Quarterly fluctuations in ADC’s financial results or the financial results of ADC’s competitors or customers.
 
  •  Customer contract awards to ADC or its competitors.
 
  •  Increased competition with ADC’s competitors or among its customers.
 
  •  Consolidation among ADC’s competitors, customers or vendors.
 
  •  Disputes concerning intellectual property rights.
 
  •  The financial health of ADC, ADC’s competitors, customers or vendors.
 
  •  Developments in telecommunications regulations.
 
  •  General conditions in the communications equipment industry.
 
  •  General economic conditions in the U.S. or internationally.
 
  •  Rumors or speculation regarding ADC’s future business results and actions.


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In addition, stocks of companies in the communications industry in the past have experienced significant price and volume fluctuations that are often unrelated to the operating performance of such companies. This market volatility may adversely affect the market price of ADC’s common stock and ADC Andrew common stock after the merger.
 
ADC has not in the past and does not intend in the foreseeable future to pay cash dividends on its common stock.
 
ADC has not in the past and currently does not pay any cash dividends on its common stock and does not anticipate paying any cash dividends on its common stock in the foreseeable future. ADC Andrew intends to retain future earnings, if any, to finance its operations and for general corporate purposes.
 
Anti-takeover provisions in ADC’s charter documents, its shareowner rights plan and Minnesota law could prevent or delay a change in control of ADC.
 
Provisions of ADC’s articles of incorporation and by-laws, its shareowner rights plan (also known as a “poison pill”) and Minnesota law may discourage, delay or prevent a merger or acquisition that a shareowner may consider favorable and may limit the market price for ADC’s common stock. These provisions include the following:
 
  •  Advance notice requirements for shareowner proposals.
 
  •  Authorization for ADC’s Board of Directors to issue preferred stock without shareowner approval.
 
  •  Authorization for ADC’s Board of Directors to issue preferred stock purchase rights upon a third party’s acquisition of 15% or more of its outstanding shares of common stock.
 
  •  Limitations on business combinations with interested shareowners.
 
Some of these provisions may discourage a future acquisition of ADC even though its shareowners would receive an attractive value for their shares or a significant number of its shareowners believe such a proposed transaction would be in their best interest.
 
Risks Associated with ADC’s Business
 
The success of ADC’s business is subject to several factors including, without limitation:
 
  •  ADC’s ability to operate its business to achieve, maintain and grow operating profitability.
 
  •  Macroeconomic factors that influence the demand for telecommunications services and the consequent demand for communications equipment.
 
  •  Consolidation among customers, competitors or vendors which could, among other things, cause disruption in customer relationships or displacement of ADC as an equipment vendor to the surviving entity in a customer consolidation.
 
  •  ADC’s ability to keep pace with rapid technological change in the communications industry.
 
  •  ADC’s ability to make the proper strategic choices with respect to product line acquisitions or divestitures.
 
  •  ADC’s ability to integrate the operations of any acquired businesses with its operations.
 
  •  Increased competition within the industry and increased pricing pressure from customers.
 
  •  ADC’s dependence on relatively few customers for a majority of sales as well as potential sales growth in market segments that presently have the greatest growth potential.
 
  •  Fluctuations in ADC’s operating results from quarter-to-quarter, which are influenced by many factors outside of its control, including variations in demand for particular products in ADC’s portfolio that have varying profit margins.


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  •  The impact of regulatory changes on customers’ willingness to make capital expenditures for ADC equipment and services.
 
  •  Financial problems, work interruptions in operations or other difficulties faced by some customers, which can influence future sales to these customers as well as ADC’s ability to collect amounts due.
 
  •  Economic and regulatory conditions both in the United States and outside of the United States, as over 40% of ADC’s sales come from non-U.S. jurisdictions.
 
  •  ADC’s ability to protect intellectual property rights and defend against infringement claims made by third parties.
 
  •  Possible limitations on ADC’s ability to raise additional capital if required, either due to unfavorable market conditions or lack of investor demand.
 
  •  ADC’s ability to attract and retain qualified employees in a competitive environment.
 
  •  Potential liabilities that could arise if there are design or manufacturing defects with respect to any of ADC’s products.
 
  •  ADC’s ability to obtain, and the price of, raw materials and components, and ADC’s dependence on contract manufacturers to make certain of ADC’s products.
 
  •  Changes in interest rates, foreign currency exchange rates and equity securities prices, all of which will impact ADC’s operating results.
 
  •  ADC’s ability to successfully defend or satisfactorily settle any pending litigation or litigation that may arise.
 
For additional detail regarding the risks related to the operations of ADC’s business, see the section captioned “Risks Related to Our Business” in ADC’s Annual Report on Form 10-K for the fiscal year ended October 31, 2005 and Quarterly Reports on Form 10-Q for the fiscal quarters ended January 27, 2006 and April 28, 2006, which are incorporated by reference into this joint proxy statement/prospectus.
 
Risks Associated with Andrew’s Business
 
The success of Andrew’s business is subject to several factors including, without limitation:
 
  •  fluctuations in commodity costs;
 
  •  Andrew’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings;
 
  •  the effects of competitive products and pricing;
 
  •  political and economic instability outside the United States may impact international operations and sales of Andrew’s products and services;
 
  •  Andrew’s ability to achieve the cost savings anticipated from cost reduction programs;
 
  •  fluctuations in foreign currency exchange rates;
 
  •  the timing of cash payments and receipts
 
  •  end user demands for wireless communication services;
 
  •  the loss of one or more significant customers; and
 
  •  other business factors.
 
For additional detail regarding the risks described above, and for additional risks relating to the operations of Andrew’s business, see the section captioned “Risk Factors” in Andrew’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005, and Andrew’s Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2005 and March 31, 2006, which are incorporated by reference into this joint proxy statement/prospectus.


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BUSINESS OF ADC
 
ADC is a leading global provider of communications network infrastructure solutions and services. ADC’s products and services provide connections for communications networks over copper, fiber, coaxial and wireless media and enable the use of high-speed Internet, data, video and voice services by residences, businesses and mobile communications subscribers. ADC’s products include fiber optic, copper and coaxial based frames, cabinets, cables, connectors, cards and other physical components essential to enable the delivery of communications for wireline, wireless, cable, and broadcast networks by service providers and enterprises. ADC’s products also include network access devices such as high-bit-rate digital subscriber line and wireless coverage solutions. ADC’s products are primarily used in the “last mile/kilometer” portion of networks. These networks of copper, coaxial cable, fiber lines, wireless facilities and related equipment link voice, video and data traffic from the end-user of the communications service to the serving office of ADC’s customer. In addition, ADC provides professional services relating to the design, equipping and building of networks. The provision of such services allows ADC additional opportunities to sell its hardware products, thereby complementing its hardware business.
 
ADC’s customers include local and long-distance telephone companies, private enterprises that operate their own networks, cable television operators, wireless service providers, new competitive service providers, broadcasters, governments, system integrators and communications equipment manufacturers and distributors. ADC offers broadband connectivity systems, enterprise systems, wireless transport and coverage optimization systems, business access systems and professional services to its customers through the following two reportable business segments:
 
  •  Broadband Infrastructure and Access; and
 
  •  Professional Services.
 
ADC’s Broadband Infrastructure and Access business provides network infrastructure products for wireline, wireless, cable, broadcast and enterprise network applications. These products consist of:
 
  •  connectivity systems and components that provide the infrastructure to networks to connect Internet, data, video and voice services over copper, coaxial and fiber-optic cables; and
 
  •  access systems used in the last mile/kilometer of wireline and wireless networks to deliver high-speed Internet, data and voice services.
 
ADC’s Professional Services business provides integration services for broadband, multiservice communications over wireline, wireless, cable and enterprise networks. Professional services are used to plan, deploy and maintain communications networks that deliver Internet, data, video and voice services.


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BUSINESS OF ANDREW
 
Andrew, together with its subsidiaries, is engaged in the design, manufacture, and supply of communications equipment, services, and systems for global communications infrastructure markets. Andrew’s products are primarily based on the company’s core competency, the radio frequency (RF) path. Andrew has unique technical skills and marketing strengths in developing products for RF systems. Andrew’s products are used in the infrastructure for traditional wireless networks, third generation (3G) technologies, voice, data, video and Internet services, as well as applications for microwave and satellite communications, and other specialized applications.
 
Andrew operates its business in the following five segments: Antenna and Cable Products, Base Station Subsystems, Network Solutions, Wireless Innovations and Satellite Communications. Antenna and Cable Products include coaxial cables, connectors, cable assemblies and accessories as well as base station antennas and terrestrial microwave antennas. Base Station Subsystems products are integral components of wireless base stations and include products such as power amplifiers, filters, duplexers and combiners that are sold individually or as parts of integrated subsystems. Network Solutions includes software and equipment to locate wireless Enhanced 911 emergency callers, as well as equipment and services for testing and optimizing wireless networks. Wireless Innovations products are used to extend and enhance the coverage of wireless networks in areas where signals are difficult to send or receive, and include both complete systems and individual components. Satellite Communications products include earth station antennas, high frequency and radar antennas, direct-to-home antennas and very small aperture terminal antennas.


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THE ADC SPECIAL MEETING
 
This joint proxy statement/prospectus is furnished in connection with the solicitation of proxies from the holders of ADC common stock by the ADC board of directors for use at the special meeting of ADC shareowners. The purpose of the special meeting is for ADC shareowners to consider and vote upon a proposal to issue shares of ADC Andrew common stock in the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A and made part of this joint proxy statement/prospectus.
 
This joint proxy statement/prospectus is first being furnished to ADC shareowners on or about • , 2006.
 
Date, Time and Place of the Special Meeting
 
The special meeting of ADC shareowners will be held on • , 2006, at • commencing at • local time. We are sending this joint proxy statement/prospectus to you in connection with the solicitation of proxies by the ADC board of directors for use at the ADC special meeting and any adjournments or postponements of the special meeting.
 
Matters to be Considered at the Special Meeting
 
The matters to be considered at the meeting are: (1) Proposal No. 1 to approve the issuance of ADC Andrew common stock in the merger; (2) Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary; and (3) transaction of such other business as may properly come before the special meeting or any adjournments or postponements of the special meeting.
 
ADC Andrew Board of Directors
 
In connection with the merger, four members of ADC’s board of directors (James C. Castle Ph.D., John E. Rehfeld, Jean-Pierre Rosso and John D. Wunsch) will resign effective as of the effective time of the merger. Four members of Andrew’s board of directors (Gerald A. Poch, Anne F. Pollack, Glen O. Toney and Andrea L. Zopp) will be elected and join eight members of ADC’s board of directors (John A. Blanchard III, John J. Boyle III, Mickey P. Foret, J. Kevin Gilligan, Lois M. Martin, William R. Spivey, Ph.D., Robert E. Switz and Larry W. Wangberg) to form the ADC Andrew board of directors immediately after the closing of the merger. By approving ADC Proposal No. 1, and assuming the merger closes, ADC shareowners will be electing four members of the Andrew board of directors to fill the vacancies on the ADC Andrew board created by the resignations of the departing ADC directors. For further information on the ADC Andrew board of directors, please see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — ADC Andrew Board of Directors.”
 
Record Date and Shares Entitled to Vote
 
Only holders of record of ADC common stock at the close of business on the ADC record date, • , 2006, are entitled to notice of, and to vote at, the ADC special meeting. There were approximately • holders of record of ADC common stock at the close of business on the ADC record date. Because many of such shares are held by brokers and other institutions on behalf of shareowners, ADC is unable to estimate the total number of shareowners represented by these record holders. There were • shares of ADC common stock issued and outstanding at the close of business on the ADC record date. Each share of ADC common stock entitles the holder thereof to one vote on each matter submitted for shareowner approval.
 
Voting of Proxies; Revocation of Proxies
 
The proxy accompanying this joint proxy statement/prospectus is solicited on behalf of the board of directors of ADC for use at the ADC special meeting.
 
All properly executed proxies that are not revoked will be voted at the ADC special meeting and at any adjournments or postponements of the special meeting in accordance with the instructions in the proxy. If a holder of ADC common stock executes and returns a proxy and does not specify otherwise, the shares represented by the proxy will be voted “FOR” Proposal No. 1 to approve the issuance of shares of ADC


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Andrew common stock in the merger and “FOR” Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary.
 
An ADC shareowner who has submitted a proxy may revoke it at any time before it is voted at the ADC special meeting by executing and returning a proxy bearing a later date, providing proxy instructions via the telephone or the Internet (your latest telephone or Internet proxy is counted), filing written notice of revocation with the Secretary of ADC stating that the proxy is revoked or attending the special meeting and voting in person.
 
Vote Required for Shareowner Approval
 
Approval of each of Proposal No. 1 and Proposal No. 2 requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at the special meeting.
 
Stock Ownership of Management and Certain Shareowners
 
As June 21, 2006, directors and executive officers of ADC and their affiliates owned and were entitled to vote 346,497 shares of ADC common stock, or approximately 0.3% of the total shares of ADC common stock outstanding on that date.
 
Quorum; Abstentions and Broker Non-Votes
 
The presence, in person or by proxy, at the special meeting of the holders of a majority of the shares of ADC common stock outstanding and entitled to vote at the special meeting is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether either proposal is approved.
 
Solicitation of Proxies; Expenses
 
In addition to solicitation by mail, the directors, officers, employees and agents of ADC may solicit proxies from ADC’s shareowners in person, by telephone, by electronic mail or other electronic means or otherwise. ADC will bear the costs of the solicitation of proxies from its shareowners, including the cost of printing and mailing this joint proxy statement/prospectus to ADC shareowners. ADC also has employed Innisfree M&A Incorporated to solicit proxies on its behalf and will pay them approximately $100,000, plus expenses, for their services. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of ADC common stock for the forwarding of solicitation materials to the beneficial owners of ADC common stock. ADC will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.
 
Dissenters’ Rights
 
ADC shareowners do not have dissenters’ rights under the Minnesota Business Corporations Act in connection with the issuance of ADC Andrew common stock in the merger.
 
ADC Board Recommendation
 
The issuance of shares of ADC Andrew common stock in the merger was unanimously approved by the ADC directors present at the ADC board meeting called for that purpose, which included all of the directors except for Jean-Pierre Rosso, who, because of a prior commitment outside of the country, was unable to attend. The absence of Mr. Rosso from the ADC board meeting did not represent a disapproval by him of the merger or a determination not to recommend that ADC shareowners vote for the ADC Andrew share issuance. Mr. Rosso had participated in prior ADC Board discussions regarding the merger and prior to the May 30 ADC board meeting, Mr. Rosso expressed his support for the merger and the issuance of ADC Andrew shares in the merger. Subsequent to May 30 ADC board meeting, after reviewing the final material terms of the merger, Mr. Rosso confirmed that he fully supports the ADC Board of Directors’ determination to approve and


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declare advisable the merger and recommend that ADC shareowners vote to approve the ADC Andrew share issuance.
 
ADC’S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE ISSUANCE OF SHARES OF ADC ANDREW COMMON STOCK IN THE MERGER IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ADC AND ITS SHAREOWNERS AND HAS APPROVED SUCH ISSUANCE. ADC’S BOARD OF DIRECTORS RECOMMENDS THAT ALL ADC SHAREOWNERS VOTE “FOR” PROPOSAL NO. 1.
 
ADC’S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE PROPOSAL TO ADJOURN THE ADC SPECIAL MEETING, IF NECESSARY, IF A QUORUM IS PRESENT, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO. 1 IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ADC AND ITS SHAREOWNERS AND HAS APPROVED AND ADOPTED THE PROPOSAL. ACCORDINGLY, ADC’S BOARD OF DIRECTORS RECOMMENDS THAT ALL ADC SHAREOWNERS VOTE “FOR” PROPOSAL NO. 2.


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THE ANDREW SPECIAL MEETING
 
Date, Time and Place
 
These proxy materials are delivered to you in connection with the solicitation by Andrew’s board of directors of proxies to be voted at the Andrew special meeting, which is to be held at • in • , Illinois on • , 2006 at • , local time. On or about • , 2006, Andrew commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the meeting. The special meeting may be adjourned or postponed to another date or place for proper purposes, including for the purpose of soliciting additional proxies.
 
Matters to be Considered at the Meeting
 
At the Andrew special meeting, holders of Andrew common stock will be asked to consider and vote on proposals, as more fully described in the joint proxy statement/prospectus:
 
  •  To consider and vote on Proposal No. 1 to adopt the merger agreement (adoption of the merger agreement by Andrew stockholders will constitute approval of all of the transactions contemplated in the merger agreement);
 
  •  To consider and vote on Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary; and
 
  •  To transact other business as may properly come before the special meeting or any adjournments or postponements of the special meeting.
 
The proxies may vote, at their discretion, upon such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting. At the present time, Andrew knows of no other matters that will be presented for consideration at the special meeting.
 
Record Date and Shares Entitled to Vote
 
Only holders of record of Andrew common stock at the close of business on the Andrew record date, • , 2006, are entitled to notice of, and to vote at, the Andrew special meeting. There were approximately • holders of record of Andrew common stock at the close of business on the Andrew record date. Because many of such shares are held by brokers and other institutions on behalf of stockholders, Andrew is unable to estimate the total number of stockholders represented by these record holders. There were • shares of Andrew common stock issued and outstanding at the close of business on the Andrew record date. Each share of Andrew common stock entitles the holder thereof to one vote on each matter submitted for stockholders approval.
 
Voting of Proxies; Revocation of Proxies
 
Andrew stockholders may vote using any of the following methods:
 
  •  phone the toll-free number listed on your proxy card and follow the recorded instructions;
 
  •  go to the Internet website listed on your proxy card and follow the instructions provided;
 
  •  complete, sign and mail your proxy card in the postage-paid envelope; or
 
  •  attend the special meeting and vote in person.
 
Andrew stockholders may revoke their proxy at any time prior to its exercise by:
 
  •  giving written notice of revocation to the Secretary of Andrew;
 
  •  appearing and voting in person at the Andrew special meeting; or
 
  •  properly completing and executing a later dated proxy and delivering it to the Secretary of Andrew at or before the Andrew special meeting.


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Your presence, without voting at the meeting, will not automatically revoke your proxy, and any revocation during the meeting will not affect votes previously taken.
 
Vote Required for Stockholder Approval
 
  •  The affirmative vote in person or by proxy of the holders of at least a majority of the issued and outstanding shares of Andrew common stock is required to adopt Proposal No. 1.
 
  •  Abstentions will have the same effect as votes cast against the adoption of Proposal No. 1.
 
  •  The failure of a stockholder to vote in person or by proxy will also have the effect of a vote against Proposal No. 1.
 
  •  The affirmative vote in person or by proxy of holders of a majority of the votes cast at the special meeting is required to adopt Proposal No. 2.
 
Stock Ownership of Management and Certain Stockholders
 
As of June 15, 2006, directors and executive officers of Andrew and their affiliates owned and were entitled to vote 881,714 shares of Andrew common stock, or approximately 0.6% of the total shares of Andrew common stock outstanding on that date.
 
Quorum; Abstentions and Broker Non-Votes
 
The presence of the holders of a majority of the shares entitled to vote at the Andrew special meeting either in person or by proxy constitutes a quorum. Therefore, you will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or Internet, or if you attend the meeting. Abstentions are counted as “shares present” at the meeting for purposes of determining whether a quorum exists.
 
Proxies submitted by brokers that do not indicate a vote for the merger because the brokers do not have discretionary voting authority and have not received instructions from you as to how to vote on the proposals (“broker non-votes”) are considered “shares present” for purposes of determining whether a quorum exists. Broker non-votes will have the same effect as a vote against the adoption of merger agreement.
 
Solicitation of Proxies; Expenses
 
The accompanying proxy is being solicited on behalf of Andrew’s board of directors. Andrew will pay all of the costs of preparing, mailing and soliciting the proxies and materials used in this solicitation. Andrew will ask banks, brokers and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of Andrew common stock and to obtain the authority to execute proxies. Andrew will reimburse them for their reasonable expenses.
 
In addition to mailing proxy materials, Andrew’s directors, officers and employees may solicit proxies in person, by telephone or otherwise. Andrew also has employed MacKenzie Partners, Inc. to solicit proxies on its behalf and will pay them approximately $75,000, plus reimbursement or out-of-pocket expenses, for their services.
 
Appraisal Rights
 
Holders of Andrew common stock do not have appraisal rights under the Delaware General Corporation Law in connection with the merger.
 
Andrew Board Recommendation
 
The merger agreement was unanimously approved by the directors present at the meeting called for that purpose, which included all of the directors except for Gerald A. Poch, who was only able to attend the first hour of the meeting due to a pressing prior commitment. The absence of Mr. Poch from the meeting did not


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represent a disapproval by him of the merger agreement or a determination not to recommend that Andrew stockholders vote for the adoption of the merger agreement. Mr. Poch has subsequently stated that he fully supports the board of directors’ determination to approve and declare advisable the merger agreement and recommend that Andrew stockholders vote for the adoption of the merger agreement. Andrew’s board of directors recommends that Andrew stockholders vote to approve the adoption of the merger agreement.
 
ANDREW’S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE ADOPTION OF THE MERGER AGREEMENT IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ANDREW AND ITS STOCKHOLDERS AND HAS APPROVED THE ADOPTION OF THE MERGER AGREEMENT. ANDREW’S BOARD OF DIRECTORS RECOMMENDS THAT ALL ANDREW STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 1.
 
ANDREW’S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE PROPOSAL TO ADJOURN THE ANDREW SPECIAL MEETING, IF NECESSARY, IF A QUORUM IS PRESENT, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO. 1 IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ANDREW AND ITS STOCKHOLDERS AND HAS APPROVED AND ADOPTED THE PROPOSAL. ACCORDINGLY, ANDREW’S BOARD OF DIRECTORS RECOMMENDS THAT ALL ANDREW STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 2.


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ANDREW PROPOSAL NO. 1 AND ADC PROPOSAL NO. 1 — THE MERGER
AND THE ADC ANDREW SHARE ISSUANCE
 
General Description of the Merger
 
At the effective time, Hazeltine Merger Sub, Inc. will be merged with and into Andrew. Andrew will be the surviving corporation in the merger and will continue as a wholly owned subsidiary of ADC. In connection with the merger, ADC will change its name to “ADC Andrew, Inc.” In the merger, each share of Andrew common stock outstanding at the effective time will automatically be converted into the right to receive 0.57 shares of ADC Andrew common stock. Each Andrew stockholder who would otherwise be entitled to receive a fraction of a share of ADC Andrew common stock (after aggregating all fractional shares to be received by such stockholder) will instead be paid in cash for such fractional share.
 
Based on the number of shares of ADC common stock and Andrew common stock outstanding as of June 28, 2006, up to 106,901,664 shares of ADC Andrew common stock will be issuable pursuant to the merger agreement, representing approximately 44% of the total ADC Andrew common stock to be outstanding after such issuance. This percentage includes as outstanding any Andrew restricted stock units that will vest as a result of the merger and assumes that no Andrew or ADC stock options or warrants are exercised and no convertible notes are converted after the ADC record date and prior to the effective time of the merger.
 
In connection with the merger, four members of ADC’s board of directors (James C. Castle, Ph.D., John E. Rehfeld, Jean-Pierre Rosso and John D. Wunsch) will resign effective as of the effective time of the merger. Four members of Andrew’s board of directors (Gerald A. Poch, Anne F. Pollack, Glen O. Toney and Andrea L. Zopp) will be elected and join eight members of ADC’s board of directors (John A. Blanchard III, John J. Boyle III, Mickey P. Foret, J. Kevin Gilligan, Lois M. Martin, William R. Spivey, Ph.D., Robert E. Switz and Larry W. Wangberg) to form the ADC Andrew board of directors immediately after the closing of the merger. For further information on the ADC Andrew board of directors, please see the section entitled “— ADC Andrew Board of Directors.”
 
Background of the Merger
 
Since the late 1990’s, members of senior management of ADC and Andrew have had contacts and discussions with each other from time to time regarding business conditions, including trends in their respective markets and the possibility of a strategic combination or alliance between ADC and Andrew. Starting in early 2003, ADC’s management has made periodic presentations to its board of directors about the potential opportunity to obtain scale in the wireless infrastructure market through a significant transaction. Andrew was identified at a number of ADC board strategy sessions as a logical candidate for expansion into that market.
 
During this same time period, Andrew’s board of directors has regularly reviewed Andrew’s strategic objectives and the means of achieving those objectives, including potential strategic initiatives and various business combinations. In particular, Andrew’s board has considered the possibility of combining its position in the wireless infrastructure market with a company that has a leading position in wireline connectivity solutions. ADC was identified by Andrew’s board as a candidate for expansion into the wireline market.
 
On March 11, 2004, Robert E. Switz, Chief Executive Officer of ADC, and Ralph E. Faison, Chief Executive Officer of Andrew, met in Chicago at Mr. Faison’s suggestion. Although Messrs. Switz and Faison concluded that a business combination between Andrew and ADC appeared to have a strong strategic rationale, Mr. Switz indicated that the timing was not right for ADC. Messrs. Switz and Faison agreed that they should continue to communicate in the future. Shortly thereafter, ADC announced its acquisition of the KRONE Group of businesses.
 
During the time period of periodic exploratory discussions, each company remained focused on execution of its own business and other strategic priorities and no further action was taken with regard to a possible ADC/Andrew business combination until January 2005. On January 7, 2005, Messrs. Switz and Faison recommenced their general discussions of ADC’s and Andrew’s businesses and the possibility that a strategic


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combination would permit the parties to achieve cost efficiencies and other business synergies. Messrs. Switz and Faison agreed that senior executives of the respective companies should further analyze the possible cost efficiencies and other business synergies that might be achieved by a strategic business combination between ADC and Andrew. On January 20, 2005, in order to facilitate these discussions, ADC and Andrew executed a mutual confidentiality agreement and parallel standstill agreements.
 
On January 20, 2005, Gokul V. Hemmady, the Vice President and Chief Financial Officer of ADC, met with Marty R. Kittrell, the Chief Financial Officer of Andrew, and other senior Andrew executives at Andrew’s corporate headquarters, to discuss possible synergies that might be achieved in a business combination of the companies. On January 31, 2005 and February 1, 2005, representatives of both companies met at ADC’s corporate headquarters, to continue their discussions regarding possible synergies.
 
On February 6, 2005, Andrew engaged Citigroup Global Markets Inc., which we refer to as Citigroup, as its financial advisor in connection with a possible strategic business combination with ADC.
 
On March 11, 2005, Messrs. Switz and Faison further discussed the possibility of a strategic business combination transaction between ADC and Andrew. They acknowledged that the strategic rationale for combining ADC’s wireline and Andrew’s wireless businesses was compelling but determined to defer further discussions, at least for the time being.
 
During its regularly scheduled July 2005 board meeting, ADC again identified Andrew as one of the leading wireless infrastructure companies which may be available for a potential strategic business combination. Following that board meeting, Mr. Switz telephoned Mr. Faison to reopen exploratory discussions about a possible strategic business combination.
 
In mid-November 2005, ADC and Andrew, through their respective financial advisors, Credit Suisse Securities (USA) LLC, which we refer to as Credit Suisse, and Citigroup, exchanged updated information relating to a possible business combination transaction between the companies.
 
On November 29, 2005, Messrs. Hemmady and Kittrell, and representatives of Credit Suisse met in Phoenix, Arizona while attending an investor conference to explore further the financial and business considerations involved with a potential strategic combination between the two companies. Following that meeting, and during the month of December 2005, each party met with their respective advisors to consider further the possibility of such a combination, explore various options and continue to conduct their own diligence on the other party’s publicly available information.
 
ADC senior management briefed the ADC board of directors at its regularly scheduled meeting on December 13, 2005, and obtained its approval to continue exploration of a strategic business combination with Andrew. Thereafter, on December 22, 2005, Mr. Switz called Mr. Faison to suggest that there may be a basis on which the parties could proceed with a strategic business combination. On December 26, 2005, Mr. Switz delivered to Mr. Faison a non-binding, preliminary term sheet. The term sheet contemplated, among other things, a stock-for-stock merger in which each outstanding share of Andrew common stock would be exchanged for between 0.50 and 0.53 shares of ADC common stock, subject to, among other things, the parties being able to conduct further confirmatory diligence and the negotiation and execution of a mutually satisfactory definitive merger agreement.
 
On January 3, 2006, Andrew’s board of directors held a telephonic meeting to consider the proposal made by Mr. Switz. Andrew’s board of directors concluded that the strategic rationale for the transaction was compelling, but determined that the proposal by Mr. Switz did not provide adequate value to Andrew shareholders and should be rejected. Andrew’s financial advisors subsequently informed ADC’s financial advisors of that decision.
 
On January 23, 2006, ADC formally engaged Credit Suisse to act as its financial advisor in connection with the possible transaction with Andrew.
 
At its regular meeting on March 7, 2006, the ADC board of directors discussed with senior management the possibility of a strategic business combination between ADC and Andrew. At that time, the ADC board indicated its support for continued exploratory discussions between the senior executive of the two companies.


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Thereafter, in March 2006, representatives of Credit Suisse and Citigroup had several discussions concerning the possibility of a strategic combination. On March 15, 2006, Mr. Switz contacted Mr. Faison to suggest a meeting at an upcoming trade show to reopen discussions.
 
On April 6, 2006, while attending an industry trade show in Las Vegas, Nevada, Messrs. Switz and Faison, and representatives of Credit Suisse and Citigroup, met to discuss the possibility of moving ahead with a strategic business combination between ADC and Andrew. At that time, Mr. Switz offered to increase the proposed exchange ratio to 0.57 shares of ADC common stock for each outstanding share of Andrew common stock. Mr. Faison stated that he would be willing to discuss that proposal with the Andrew board of directors.
 
On April 10, 2006, Andrew’s board of directors held a special meeting during which Mr. Faison provided an update on his recent discussions with Mr. Switz.
 
On April 13, 2006, Andrew’s board of directors held a special meeting to discuss the proposal that had been received from ADC. Representatives of Andrew’s management, Citigroup and Mayer, Brown, Rowe & Maw LLP, which we refer to as Mayer Brown, counsel to Andrew, were also present at that meeting. Citigroup made a presentation to Andrew’s board of directors at that time regarding the ADC proposal. At that meeting, Andrew’s board of directors authorized Andrew’s management to execute a confidentiality agreement with ADC, to engage in negotiations with ADC to seek improvements in the terms of its proposal and to conduct further due diligence regarding the possible transaction. Citigroup thereafter communicated the results of the Andrew board meeting to Credit Suisse.
 
In mid-April 2006, representatives of Credit Suisse delivered to representatives of Citigroup a proposed schedule of and agenda for due diligence meetings, an accompanying form of mutual due diligence request list, and a proposed transaction timetable. In addition, representatives of Credit Suisse delivered a proposed form of mutual confidentiality agreement.
 
After further discussion between the parties’ respective financial advisors in mid-to-late April 2006, the parties agreed to conduct two days of high level management meetings offsite for the purpose of furthering their respective diligence efforts and determining if there were sufficient business and cultural synergies between the companies and their respective management teams to warrant further investments of time and effort by each party. The parties agreed on the terms, dates, participants and subject matter to be covered at the management diligence meetings. The parties, their outside legal advisors and representatives of Credit Suisse and of Citigroup agreed to meet on May 1 and May 2, 2006, at a hotel near Chicago’s O’Hare airport. Each party also established secure electronic data rooms in late April and early May for use by the other party and their advisors.
 
Prior to the May 1-2 meetings, the parties instructed their legal counsel to finalize the terms of the form of confidentiality agreement. The parties entered into the confidentiality agreement and mutual forms of standstill agreements, all as of May 1, 2006. They then proceeded to conduct a series of parallel meetings among the senior management teams and outside advisors. In addition to general overview management presentations, the parties conducted separate financial, intellectual property, human resources and legal due diligence discussions during these sessions. Counsel to ADC, Dorsey & Whitney LLP, which we refer to as Dorsey & Whitney, and counsel to Andrew, Mayer Brown, were present during the legal due diligence sessions.
 
In the days following those meetings, senior executives of each party and their financial advisors confirmed to each other that the parties believed that there was enough merit in a potential strategic business combination coming out of those meetings that the parties should continue their mutual diligence efforts and begin negotiations with respect to a definitive merger agreement.
 
On May 5, 2006, the ADC board of directors held a special meeting to review and discuss the current status of discussions with Andrew, the strategic rationale for the proposed transaction, preliminary financial analysis and preliminary due diligence results. At the conclusion of the meeting, the ADC board of directors supported continuation of the process of due diligence and negotiations around the potential strategic business combination.


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On May 12, 2006, ADC retained Dresdner Kleinwort Wasserstein Securities LLC, as a financial advisor to render an opinion to the ADC board of directors with respect to the fairness, from a financial point of view, of the consideration to be paid by ADC to Andrew’s stockholders in the proposed transaction.
 
On May 12, 2006, Andrew’s board of directors held a regularly scheduled board meeting at which representatives of Andrew’s management and Citigroup participated. The board of directors was updated by management and Citigroup regarding the ADC proposal, Andrew’s due diligence investigation of ADC and the results of the negotiations with ADC to date. At that meeting, Andrew’s board of directors authorized Andrew’s management to continue negotiations with ADC regarding the proposed business combination transaction.
 
On May 12, 2006, counsel to ADC delivered a draft merger agreement to counsel to Andrew. On May 17, 2006, counsel to Andrew delivered a revised draft of the agreement, containing the changes requested by Andrew to the initial draft. On May 19, 2006, the general counsel and other in-house attorneys for each company, and representatives of Dorsey & Whitney and Mayer Brown, met at Dorsey & Whitney’s Minneapolis offices to negotiate the terms of the merger agreement. Several significant issues remained to be agreed between the parties. Following such negotiations, ADC’s legal team revised and redistributed the merger agreement on May 22, 2006.
 
On May 16, 2006, ADC and Andrew entered into a mutual exclusivity agreement, to expire on May 31, 2006. During that period of time, each party agreed to negotiate in good faith with the other party with respect to a definitive merger agreement, and not to discuss or otherwise solicit any other offers from other parties, subject to the ability of each party to enter into any agreement, discussions or negotiations with any third party regarding an unsolicited offer that a party’s board of directors determined may lead to a proposal superior to the proposed merger.
 
On May 18, 2006, the representatives of Andrew contacted Merrill Lynch, Pierce, Fenner & Smith Incorporated to discuss the potential engagement of Merrill Lynch for purposes of rendering an opinion in connection with the proposed merger with ADC. On May 24, 2006, Andrew formally engaged Merrill Lynch solely to render an opinion to Andrew’s board of directors regarding the fairness, from a financial point of view, of the exchange ratio to Andrew’s stockholders in the proposed merger with ADC.
 
On May 22, 2006, members of ADC’s senior management met with the finance committee of the board of directors of ADC to update that committee on the status of negotiations, due diligence, financial modeling and other issues with respect to the proposed strategic business combination. The following day, ADC’s management team, along with representatives of Credit Suisse and Dorsey & Whitney, attended the regularly scheduled meeting of the ADC board of directors for the purpose of updating the board with respect to the proposed strategic business combination and seeking its approval to continue negotiations. Management and representatives of Credit Suisse and Dorsey & Whitney discussed with the board the status of due diligence, transaction negotiations, outstanding material issues in the merger agreement, proposed preliminary integration plans and other considerations related to the potential strategic business combination with Andrew. After consideration of the information discussed, the board of directors indicated its support for senior management to continue and complete negotiations, with the understanding that management would return to the Board for final approval once such negotiations and other related matters had been completed and prior to entering into any merger agreement with Andrew.
 
From May 22, 2006, through the early morning hours of May 31, 2006, senior management of ADC and Andrew, their respective legal advisors and representatives of Credit Suisse and Citigroup held numerous conversations and exchanged revised drafts of the merger agreement and negotiated various terms of the merger agreement, including, among other things, the conditions to each party’s obligations to effect the merger, the amount of the termination fees, when a termination fee would be payable by either ADC or Andrew and whether and under what circumstances either company could terminate the merger agreement to accept a superior proposal. Also during that time, members of ADC’s senior management met individually with certain members of Andrew’s senior management to discuss post-closing employment arrangements with the combined company. For additional information, see “Andrew Proposal No. 1 and ADC Proposal No. 1 — 


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The Merger and The ADC Andrew Share Issuance — Interests of Andrew Directors and Executive Officers in the Merger.”
 
On May 25, 2006, Andrew’s board of directors held a special meeting. Representatives of Citigroup and Merrill Lynch reviewed with Andrew’s board of directors their respective financial analyses of the proposed business combination with ADC. In addition, representatives of Andrew’s management and PriceWaterhouseCoopers LLP reported on their due diligence findings regarding ADC. Representatives of Mayer Brown reviewed certain terms of the draft merger agreement with Andrew’s board of directors. Senior management of Andrew and representatives of Mayer Brown also informed Andrew’s board of directors of the status of negotiations and the material issues relating to the merger agreement, including, among others, the conditions to each party’s obligations to effect the merger and ADC’s insistence that each party be required to hold a shareholders meeting to consider the adoption of the merger agreement or the issuance of common stock in the merger, as appropriate, even if the board of directors of either party withdraws or changes its recommendation regarding the merger.
 
On May 30, 2006, Andrew’s board of directors held a special meeting at which representatives of Andrew’s management and representatives of Citigroup, Merrill Lynch, and Mayer Brown were present. At this meeting, the board of directors reviewed the terms of the merger agreement and the status of final negotiations with ADC. Representatives of Merrill Lynch reviewed its financial analyses and delivered to Andrew’s board of directors Merrill Lynch’s oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of May 30, 2006 and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the exchange ratio pursuant to the merger of 0.57 was fair, from a financial point of view, to the holders of Andrew common stock. For further information regarding this opinion, see “ADC Proposal No. 1 and Andrew Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Opinion of Andrew’s Financial Advisor.” Following further discussions and deliberations, Andrew’s board of directors, by a unanimous vote of those directors present, approved and declared advisable the merger agreement and the transactions that it contemplates and resolved to recommend that Andrew stockholders approve and adopt the merger agreement and the transactions that it contemplates. One Andrew director was only present for a portion of this board meeting but subsequently stated that he fully supports Andrew’s board of directors’ actions in approving the merger agreement.
 
On May 30, 2006, ADC’s board of directors held a special meeting at which members of ADC’s senior management and representatives of Credit Suisse, DrKW and Dorsey & Whitney were present. At this meeting, the board of directors reviewed the terms of the merger agreement and reviewed its legal duties with its legal counsel. Representatives of DrKW reviewed its financial analyses and rendered to ADC’s board of directors its oral opinion as of May 30, 2006, subsequently confirmed in writing and based upon and subject to the matters stated in its opinion, as to the fairness, from a financial point of view, of the 0.57 exchange ratio pursuant to the merger agreement to ADC. For further information regarding this opinion, see “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Opinion of ADC’s Financial Advisor.” Following further discussions and deliberations, ADC’s board of directors, by a unanimous vote of those directors present, approved and declared advisable the merger agreement and the transactions that it contemplates and resolved to recommend that ADC shareowners vote for the approval of the issuance of shares of ADC common stock contemplated by the merger agreement. One ADC director was unable to be present for this board meeting, but had participated in prior ADC board discussions regarding the merger, indicated his support for the merger prior to the May 30 meeting and has subsequently stated that he fully supports ADC’s board of directors’ actions in approving the merger agreement.
 
The merger agreement was entered into in the early morning hours of May 31, 2006. Later in the morning of May 31, 2006, prior to the commencement of trading, ADC and Andrew issued a joint press release announcing the execution of the merger agreement.


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Reasons for the Merger
 
ADC’s Reasons for the Merger
 
The following discussion of ADC’s reasons for the merger contains a number of forward-looking statements that reflect the current views of ADC with respect to future events that may have an effect on its future financial performance. Forward-looking statements are subject to risks and uncertainties. Actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Cautionary statements that identify important factors that could cause or contribute to differences in results and outcomes include those discussed in “Forward-Looking Information” and “Risk Factors.”
 
In determining whether to approve the merger agreement, ADC’s board of directors consulted with ADC’s management, legal advisors, tax advisors and accountants and was advised by Credit Suisse, ADC’s financial advisor, and DrKW, which delivered to the board its opinion regarding the exchange ratio. ADC’s board of directors considered a variety of factors that might impact the long-term, as well as short-term, interests of ADC and its shareowners. As part of its deliberations, ADC’s board of directors took into consideration the historical, current and projected financial condition, results of operations, stock performance, capitalization and operating, strategic and financial risks of ADC and Andrew, considered separately for each entity and on a combined basis.
 
In considering the merger and strategic alternatives to the merger, the ADC board of directors considered the evolving state of the communications marketplace. The wireline and wireless convergence of communications markets, networks and technologies is driving broad structural changes across the communications industry. End users increasingly want their use of communications services to be completely integrated via broadband connections across all their wireline and wireless points of connections to networks. For instance, end users want to be able to access any voice, Internet/data, and video content from anywhere at anytime. This demand for everywhere broadband content has been a significant factor in the recent consolidation of service providers, such as the combinations of AT&T/SBC/BellSouth/Cingular, Sprint and Nextel, and Verizon and MCI. In this converged marketplace, service providers are larger and offer a wider suite of products and services to their customers. Vendors of communications equipment have responded to the consolidation of service providers by also consolidating in order to have sufficient scale, product breadth and geographic reach to adequately meet the needs of their larger customers. This consolidation of equipment vendors is already well underway with the announcement of business combinations such as Cisco and Scientific Atlanta, Alcatel and Lucent, Ericsson and Marconi, and the network businesses of Nokia and Siemens.
 
In light of the convergence trend discussed above, ADC’s board of directors considered the following factors in reaching its conclusion to approve the merger and to recommend that ADC shareowners approve the issuance of shares of ADC Andrew common stock in the merger, all of which it viewed as generally supporting its decision to approve the business combination with Andrew:
 
  •  The opportunity in a converging marketplace to combine ADC’s leading wireline connectivity solutions with Andrew’s leading wireless infrastructure solutions to create a global leader in communications network infrastructure products with greater customer and product diversity as well as greater financial resources than could have been achieved by ADC alone.
 
  •  The scale of the combined company will have annual sales of approximately $3.3 billion and should therefore have greater financial, operational and technical strengths and capabilities so as to be better positioned to achieve growth and maintain relevance with large customers who also are consolidating in a converged marketplace.
 
  •  The potential of the combined company to offer both a broader set of products to meet a wider set of product needs from customers who operate multiple types of networks in a converged marketplace as well as the unique ability of the combined company to meet the needs of wireless network providers for wireline connections and the needs of wireline providers and enterprise customers for wireless solutions.


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  •  The potential trend of service providers to source network infrastructure products from original equipment manufacturers and the potential to utilize Andrew’s relationships with original equipment manufacturers to whom Andrew already sells a significant amount of product.
 
  •  The opportunity to use the sales channels of each company to cross sell a broader set of products that will be offered by the combined company.
 
  •  The opportunity created by the enhanced geographic reach of the combined company as well as a specific opportunity to take advantage of significant operations Andrew has in emerging, lower-cost markets such as China, the Czech Republic and India.
 
  •  The fact that the merger is expected to result in cost synergies beginning in the first year after consummation of the merger with preliminary estimated annual pre-tax cost synergies beginning in the third year after consummation of the merger of at least $70-80 million, with potential revenue synergies presenting additional potential upside.
 
  •  The fact that the merger is expected to be non-dilutive to the combined company’s earnings per share in the first year and accretive thereafter, excluding purchase accounting adjustments and other acquisition-related expenses.
 
  •  The ability of the management teams of both ADC and Andrew to provide management continuity to support the integration of the two companies and the experienced senior management team of the combined company resulting from the merger.
 
  •  The board’s and management’s assessment that the merger and Andrew’s operating strategy are consistent with ADC’s long-term strategic objectives to be a global leader in communications network infrastructure.
 
  •  Historical and current information about each of ADC and Andrew and their respective businesses, prospects, financial performance and condition, operations, technology, management and competitive position, before and after giving effect to the merger and the merger’s potential effect on stockholder value, including public reports filed with the SEC, analyst estimates, market data and management’s knowledge of the telecommunications industry.
 
  •  The opinion of DrKW, ADC’s financial advisor, that, as of May 30, 2006 and based on and subject to the factors and assumptions set forth in its written opinion, the exchange ratio of 0.57 shares of ADC Andrew common stock to be issued in exchange for each share of Andrew common stock pursuant to the merger agreement was fair to ADC from a financial point of view, and the related financial analyses and presentations.
 
  •  The results of the due diligence review of Andrew’s businesses and operations by ADC’s management, legal advisors and financial advisors.
 
  •  The terms and conditions of the merger agreement, including the following related factors:
 
                 n  the determination that an exchange ratio that is fixed and not subject to adjustment is appropriate to reflect the strategic purpose of the merger and consistent with market practice for a merger of this type and that a fixed exchange ratio fairly captures the respective ownership interests of the ADC and Andrew shareholders in the combined company based on valuations of ADC and Andrew at the time of the board’s approval of the merger agreement and avoids fluctuations caused by near-term market volatility;
 
                 n  the reciprocal requirement that the merger agreement be submitted to a vote of the stockholders of Andrew and that the issuance of shares of ADC Andrew common stock in the merger be submitted to a vote of the shareowners of ADC;
 
                 n  the fact that the merger agreement is not subject to termination solely as a result of any change in the trading price of either ADC’s or Andrew’s stock between signing of the merger agreement and consummation of the merger;
 
                 n  the nature of the conditions to Andrew’s obligation to consummate the merger and the limited risk of non-satisfaction of such conditions;


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                 n  the no-solicitation provisions governing Andrew’s ability to engage in negotiations with, provide any confidential information or data to, and otherwise have discussions with, any person relating to an alternative acquisition proposal;
 
                 n  the limited ability of the parties to terminate the merger agreement; and
 
                 n  the possible effects of the provisions regarding termination fees.
 
  •  The likelihood that the merger will be consummated on a timely basis, including the likelihood that the merger will receive all necessary regulatory antitrust approvals.
 
  •  The likelihood of retaining key Andrew employees to help manage the combined entity.
 
ADC’s board of directors also considered the potential risks of the merger, including the following:
 
  •  The risks, challenges and costs inherent in combining the operations of two major telecommunications equipment providers and the substantial expenses to be incurred in connection with the merger, including the possibility that delays or difficulties in completing the integration could adversely affect the combined company’s operating results and preclude the achievement of some benefits anticipated from the merger.
 
  •  The possible volatility, at least in the short term, of the trading price of ADC’s common stock resulting from the merger announcement.
 
  •  The possible effects of increasing commodities prices, including the price of copper, and raw materials costs on operating margins.
 
  •  The challenge posed by integrating different operating models and the potential for incompatibility of different business cultures.
 
  •  The possible loss of key management, technical or other personnel of either of the combining companies as a result of the management and other changes that will be implemented in integrating the businesses.
 
  •  The risk of diverting management’s attention from other strategic priorities to implement merger integration efforts.
 
  •  The negative impact of any customer reductions or delays in purchase commitments after the announcement of the merger.
 
  •  The risk that regulators would require the satisfaction of certain regulatory conditions that may have the effect of imposing additional costs on ADC or otherwise reducing the benefits to ADC if the merger is consummated.
 
  •  The potential loss of one or more large customers or partners of either company as a result of any such customer’s or partner’s unwillingness to do business with the combined company.
 
  •  The possibility that the reactions to the combination of the two businesses by existing and potential competitors could adversely impact the competitive environment in which the companies operate.
 
  •  The risk that the merger might not be consummated in a timely manner or at all.
 
  •  The risk to ADC’s business, sales, operations and financial results in the event that the merger is not consummated.
 
  •  The risk that the anticipated benefits of product integration and interoperability and cost savings will not be realized.
 
  •  The fact that the merger agreement contains contractual restrictions on the conduct of ADC’s business prior to completion of the merger.
 
  •  Various other applicable risks associated with the combined company and the merger, including those described in the section of this joint proxy statement/prospectus entitled “Risk Factors.”


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The foregoing information and factors considered by ADC’s board of directors are not intended to be exhaustive but are believed to include all of the material factors considered by ADC’s board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the ADC board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described, individual members of the ADC board of directors may have given different weight to different factors. The ADC board of directors conducted an overall analysis of the factors described, including thorough discussions with, and questioning of, ADC’s management and ADC’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination.
 
Andrew’s Reasons for the Merger
 
The following discussion of Andrew’s reasons for the merger contains a number of forward-looking statements that reflect the current views of Andrew with respect to future events that may have an effect on its future financial performance. Forward-looking statements are subject to risks and uncertainties. Actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Cautionary statements that identify important factors that could cause or contribute to differences in results and outcomes include those discussed in “Forward-Looking Information” and “Risk Factors.”
 
In determining whether to approve the merger agreement, Andrew’s board of directors considered a variety of factors that might impact the long-term, as well as short-term, interests of Andrew and its stockholders, including whether these interests may be best served by the continued independence of Andrew. As part of its deliberations, Andrew’s board of directors took into consideration the historical, current and projected financial condition, results of operations, stock performance, capitalization and operating, strategic and financial risks of Andrew and ADC, considered separately for each entity and on a combined basis.
 
In making the determination described above, Andrew’s board of directors consulted with Andrew’s management, legal advisors, tax advisors and accountants and was advised by Citigroup, Andrew’s financial advisor, and Merrill Lynch, which delivered to the board its opinion regarding the exchange ratio. Andrew’s board of directors considered a number of factors, including, among other things, the following principal positive factors (the order does not reflect relative significance):
 
  •  the combined company is expected to be a leading wireline and wireless network connectivity company with greater customer, industry, product diversity and increased financial resources than could have been achieved alone;
 
  •  the combined company will be significantly larger than Andrew, with combined annual sales of approximately $3.3 billion, and should have greater financial, operational and technical strengths and capabilities, which should enable the combined company to consider and more effectively pursue additional opportunities for growth;
 
  •  the recent consolidation of service providers, such as AT&T and SBC, AT&T and Bell South, Sprint and Nextel, and Verizon and MCI, and other customers of Andrew. As a result of this consolidation, service providers are now larger and offer a wider suite of products and services to their customers, and customers are moving toward a single source for wireline and wireless network products, including next-generation wireless, broadband, video, data and voice services. Vendors of communications equipment have also been consolidating in order to have sufficient scale, product breadth and geographic reach to adequately meet the needs of their larger customers, and the Andrew board believes that the merger will position the combined company to meet these demands;
 
  •  the financial and operating strength of ADC, including its leading position in wireline connectivity solutions combined with Andrew’s leading position in wireless solutions is expected to enable the combined company to realize significant growth through cross-selling and enhanced geographic reach;
 
  •  the fact that Andrew’s board of directors concluded that the merger with ADC would likely yield greater benefits to Andrew’s stockholders than the other potential strategic and financial alternatives available to Andrew;


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  •  the assessment by Andrew’s board of directors of the value of the shares of ADC common stock to be received by Andrew stockholders in the merger and the implied premium represented over various historical prices of Andrew common stock;
 
  •  the comparison of the premium implied by the exchange ratio ADC offered when compared to various segmentations of similarly sized transactions historically;
 
  •  the assessment of information regarding historical market prices and other information with respect to Andrew common stock and ADC common stock and the financial performance and condition, assets, liabilities, business operations and prospects of each of Andrew and ADC and their projected future values as separate entities and on a combined basis;
 
  •  the expected increase in revenue growth and improved gross and operating margins of the combined company when compared to Andrew’s historical and projected operating performance;
 
  •  the reduction in overall exposure of the combined company’s business units to increasing copper prices due to greater diversification of product lines;
 
  •  the merger is expected to result in cost synergies beginning in the first year after consummation of the merger with preliminary estimated annual pre-tax cost synergies beginning in the third year after consummation of the merger of at least $70-80 million, with potential revenue synergies presenting additional potential upside and, as stockholders in the combined company, Andrew stockholders would be expected to enjoy a pro rata benefit from any realized synergies;
 
  •  the merger is expected to be non-dilutive to the combined company’s earnings per share in the first year and accretive thereafter, excluding purchase accounting adjustments and other acquisition-related expenses;
 
  •  the expectation that increased revenue scale and breadth of customers could strengthen the combined company’s competitive position in the midst of consolidation among service providers and OEM’s while also increasing scale with its supplier base;
 
  •  the opinion of Merrill Lynch to Andrew’s board of directors to the effect that, as of May 30, 2006 and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the exchange ratio pursuant to the merger of 0.57 was fair, from a financial point of view, to the holders of Andrew common stock;
 
  •  the fact that Andrew stockholders will own approximately 44% of the combined company on a fully diluted basis and will have an opportunity to participate in the potential growth of the combined company;
 
  •  the fact that the merger is expected to be tax-free to Andrew stockholders, except with respect to cash received in lieu of fractional shares of ADC Andrew common stock;
 
  •  the results of the business, legal and financial due diligence investigations of ADC conducted by Andrew’s management and legal and financial advisors, and the resulting favorable conclusions by the parties conducting the due diligence;
 
  •  the belief of Andrew’s board of directors that the terms of the merger agreement, including the parties’ mutual representations, warranties and covenants, are reasonable; and
 
  •  the fact that, under the terms of the merger agreement, four members of the combined company’s board of directors will be Andrew designees.
 
Andrew’s board of directors also identified and considered a number of potentially negative factors and risks in its deliberations concerning the merger, including, but not limited to, the following (the order does not reflect relative significance):
 
  •  the risk that the merger might not be completed as a result of a failure to satisfy one or more conditions to the merger;


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  •  the risk that the operations of the two companies may not be successfully integrated and the possibility of not achieving the anticipated synergies and other benefits sought to be obtained from the merger;
 
  •  the fact that the exchange ratio is fixed and, as a result, there is a possibility that the value of the shares of ADC common stock to be received by Andrew stockholders in the merger could be more or less at closing than at the time of announcement of the merger;
 
  •  the limitations on Andrew’s ability to solicit other offers as well as the possibility that it could be required to pay a termination fee of $75 million in various circumstances;
 
  •  the adverse impact that business uncertainty pending completion of the merger could have on the ability to attract, retain and motivate key personnel until the merger is completed;
 
  •  the fact that the merger agreement contains contractual restrictions on the conduct of our business prior to the completion of the merger; and
 
  •  other matters described in the section entitled “Risk Factors.”
 
After deliberation, Andrew’s board of directors concluded that, on balance, the potential benefits of the merger with ADC outweighed these negative factors and risks.
 
The foregoing discussion of the information and factors to be considered by Andrew’s board of directors is not intended to be exhaustive, but includes all of the material factors considered by the board of directors. In view of the wide variety of factors considered by the board of directors, the board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusion. In addition, individual members of the board of directors may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The board of directors approved the merger agreement based upon the totality of the information presented to and considered by it.
 
ADC Board of Directors’ Recommendation
 
After careful consideration, ADC’s board of directors recommends that ADC shareowners vote “FOR” Proposal No. 1 to approve the issuance of shares of ADC Andrew common stock in the merger.
 
Andrew Board of Directors’ Recommendation
 
After careful consideration, Andrew’s board of directors recommends that Andrew stockholders vote “FOR” Proposal No. 1 to adopt the merger agreement.
 
Opinion of ADC’s Financial Advisor
 
Pursuant to the terms of an engagement letter dated May 12, 2006, ADC retained Dresdner Kleinwort Wasserstein Securities LLC as a financial advisor in connection with the proposed merger.
 
At the meeting of the board of directors of ADC on May 30, 2006, DrKW rendered its oral opinion to the board of directors of ADC, subsequently confirmed in writing, that, as of such date, the exchange ratio provided for pursuant to the merger agreement was fair to ADC from a financial point of view.
 
The full text of DrKW’s opinion to the board of directors of ADC, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the review undertaken, is attached hereto as Annex B and is incorporated into this joint proxy statement/prospectus by reference. Holders of ADC common stock are urged to read this opinion carefully and in its entirety. DrKW’s opinion is addressed to the board of directors of ADC and relates only to the fairness from a financial point of view to ADC of the exchange ratio in the merger. DrKW’s opinion does not address any other aspect of the proposed merger or any related transaction and does not constitute a recommendation to any shareholder as to any matter relating to the merger.


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Specifically, DrKW’s opinion does not address ADC’s underlying business decision to effect the transactions contemplated by the merger agreement nor the relative merits of the merger as compared to any alternative transaction or business strategy under consideration by ADC. It should be noted that in the context of this engagement by ADC, DrKW was not authorized to, and did not investigate any alternative transactions that may be available to ADC. The summary of DrKW’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.
 
In connection with rendering its opinion, DrKW reviewed and considered:
 
  •  a draft of the merger agreement, dated as of May 26, 2006, and assumed that the final form of the merger agreement did not differ in any material respect from the draft provided to DrKW;
 
  •  certain publicly available business and financial information relating to ADC and Andrew for recent years and interim periods; and
 
  •  certain internal financial and operating information, including financial forecasts, analyses and projections prepared by or on behalf of ADC and Andrew and provided to DrKW for purposes of its analysis.
 
In addition, DrKW met with the management of ADC and Andrew to review and discuss such information and, among other matters, ADC’s and Andrew’s business, operations, assets, financial condition and future prospects.
 
DrKW also reviewed and considered:
 
  •  certain financial and stock market data relating to ADC and Andrew and compared that data with similar data for certain other companies, the securities of which are publicly traded, that DrKW believes may be relevant or comparable in certain respects to ADC and Andrew or one or more of their respective businesses or assets; and
 
  •  the financial terms of certain recent acquisitions and business combination transactions in the wireless equipment and communications cable equipment industries specifically, and in the technology industry generally, that DrKW believes to be reasonably comparable to the merger or otherwise relevant to DrKW’s inquiry.
 
DrKW also performed such other financial studies, analyses, and investigations and reviewed such other information as DrKW considered appropriate for purposes of its opinion.
 
In its review and analysis and in formulating its opinion, DrKW assumed and relied without independent verification upon:
 
  •  the accuracy and completeness of all of the historical financial and other information provided to or discussed with DrKW or publicly available; and
 
  •  the reasonableness and accuracy of the financial projections, forecasts and analyses provided to DrKW, including estimates of savings and other operating efficiencies expected to result from consummation of the merger.
 
Furthermore, DrKW assumed that such projections, forecasts and analyses provided to it were reasonably prepared in good faith and on bases reflecting the best judgments and estimates of the ADC and Andrew management available at that time. DrKW expresses no opinion with respect to such projections, forecasts and analyses or the assumptions upon which they are based, including any projections, forecasts, analyses or assumptions with respect to the commodities markets or any projected or actual future prices for any commodities, or the effect thereof on ADC or Andrew. In addition, DrKW did not review any of the books and records of ADC or Andrew, or assume any responsibility for conducting a physical inspection of the properties or facilities of ADC or Andrew, or for making or obtaining an independent valuation or appraisal of the assets or liabilities of ADC or Andrew, and no such independent valuation or appraisal was provided to DrKW.
 
DrKW noted that the merger is intended to qualify as a “reorganization” for United States federal tax purposes, and DrKW assumed that the merger will so qualify.


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DrKW assumed that obtaining all regulatory and other approvals and third party consents required for consummation of the merger will not have an adverse impact on ADC or Andrew or on the anticipated benefits of the merger, and DrKW assumed that the transactions described in the merger agreement will be consummated without waiver or modification of any of the material terms or conditions contained therein by any party thereto. DrKW’s opinion is necessarily based on economic and market conditions and other circumstances as they existed and could be evaluated by DrKW as of May 30, 2006. DrKW did not express any opinion as to the prices at which any securities of Andrew or ADC will actually trade at any time.
 
In preparing its opinion to the ADC board of directors, DrKW performed a variety of financial and comparative analyses including those described below. The summary of DrKW’s analyses described below is not a complete description of the analyses underlying its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, DrKW made qualitative judgments as to the significance and relevance of each analysis and factor that it considered. Accordingly, DrKW believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.
 
In its analyses, DrKW considered industry performance, regulatory, general business, economic, market and financial conditions and other matters, many of which are beyond the control of ADC and Andrew. No company, transaction or business used in DrKW’s analyses as a comparison is identical to ADC and Andrew or the proposed merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the merger, public trading or other values of the companies, business segments or transactions being analyzed.
 
DrKW’s opinion and financial analyses were only one of many factors considered by the board of directors of ADC in its evaluation of the proposed merger and should not be viewed as determinative of the views of the board of directors of ADC or ADC management with respect to the merger or the exchange ratio. Although DrKW evaluated the exchange ratio in the merger agreement from a financial point of view, DrKW was not requested to, and did not, recommend the specific consideration payable in the merger. The merger consideration was determined by ADC and Andrew.
 
The following is a summary of the material financial analyses underlying DrKW’s opinion delivered to the board of directors of ADC in connection with the merger.
 
Contribution Analysis
 
DrKW performed a contribution analysis based on (1) historical results for ADC and Andrew for the first and second quarter of 2006 and (2) ADC management’s projections for ADC’s and Andrew’s financial performance for the second half of 2006 and fiscal years 2006, 2007 and 2008. DrKW calculated that Andrew’s contribution to a combined Andrew and ADC, without taking into account any synergies in connection with the merger, ranged from:
 
  •  56.8% to 64.6% when calculated using historical and projected revenues,
 
  •  45.1% to 57.8% when calculated using historical and projected gross profit,
 
  •  39.1% to 70.2% when calculated using historical and projected EBITDA,
 
  •  29.3% to 78.5% when calculated using historical and projected adjusted operating profit,
 
  •  13.3% to greater than 100% when calculated using historical and projected GAAP net income,
 
  •  18.6% to 71.1% when calculated using historical and projected adjusted net income and
 
  •  21.6% to 66.4% when calculated using historical and projected adjusted cash net income.


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For purposes of this analysis, (i) adjusted operating profit excludes amortization, restructuring and non-recurring charges, (ii) adjusted net income excludes amortization, restructuring and non-recurring charges and assumed tax rates of 10% and 34% for ADC and Andrew, respectively, in the forecasted periods and (iii) adjusted cash net income excludes amortization, restructuring, non-recurring charges and stock option expense and assumed cash tax rates of 10% and 20% for ADC and Andrew, respectively, in the forecasted periods.
 
DrKW compared Andrew’s revenue, gross profit, EBITDA (earnings before interest, taxes, depreciation and amortization), and adjusted operating profit to Andrew’s share of the combined company’s enterprise value of approximately 45.9%. DrKW also compared Andrew’s GAAP net income, adjusted net income and adjusted cash net income to Andrew’s share of the combined company’s equity value of 43.8%. For the purpose of this comparison, (i) Andrew’s enterprise and equity values were based upon the closing price of ADC common stock on May 26, 2006 and the proposed exchange ratio of 0.57 and (ii) enterprise value was calculated as equity value plus interest-bearing debt, including unfunded pensions, minus cash and marketable securities.
 
Accretion/Dilution Analysis
 
DrKW considered the potential effect the merger could have on the post-tax earnings per share of the combined entity as compared with the post-tax earnings per share of ADC on a stand-alone basis. This analysis was based upon ADC management’s projections for ADC’s and Andrew’s financial performance for fiscal years 2007, 2008 and 2009 and ADC management’s projections for potential cost and revenue synergies and one-time transaction-related costs during the forecasted periods. For purposes of this analysis, (i) earnings per share were calculated in accordance with Financial Accounting Standards Board EITF No. 04-08, (ii) adjusted earnings per share excludes amortization, restructuring and non-recurring charges and (iii) cash adjusted earnings per share excludes amortization, restructuring, non-recurring charges and stock option expense and assumes cash tax rates of 10% and 20% for ADC and Andrew, respectively, in the forecasted periods.
 
This analysis indicated that:
 
  •  without giving effect to potential cost and revenue synergies, the merger could be dilutive to ADC’s GAAP, adjusted and cash adjusted earnings per share in fiscal years 2007, 2008 and 2009;
 
  •  giving effect to potential cost synergies, the merger could be accretive to ADC’s (i) GAAP and adjusted earnings per share beginning in fiscal year 2009 and (ii) cash adjusted earnings per share beginning in fiscal year 2007; and
 
  •  giving effect to both potential cost and revenue synergies, the merger could be accretive to ADC’s (i) GAAP earnings per share beginning in fiscal year 2008, (ii) adjusted earnings per share beginning in fiscal year 2009 and (iii) cash adjusted earnings per share beginning in fiscal year 2007.
 
The actual results achieved by the combined company after the merger may vary from such estimated results and the variations may be material.


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Exchange Ratio Analysis
 
DrKW reviewed the recent historical stock market performance of ADC common stock and Andrew common stock in relation to each other and reviewed the exchange ratios implied by those relative trading values. In addition, DrKW compared the merger agreement exchange ratio of 0.57 to the average exchange ratios over certain specified time periods and noted the amount by which such exchange ratios constituted a premium to such period averages, including the information set forth below:
 
                                                                                                                 
          Last 5
    Last 10
    Last 20
    Last 30
    Last 60
    Last 90
                                  Last 3
    Last 3
 
    At
    Trading
    Trading
    Trading
    Trading
    Trading
    Trading
    Last 6
    Last 12
    LTM
    LTM
    Last
    Years
    Years
 
    5/26/06     Days     Days     Days     Days     Days     Days     Months     Months     High     Low     3 Years     High     Low  
 
Mean
    0.433 x     0.426 x     0.434 x     0.453 x     0.469 x     0.484 x     0.491 x     0.491 x     0.523 x     0.756 x     0.420 x     0.700 x     1.139 x     0.420 x
Implied Premium/(Discount) at Trading Value: 0.433x
          1.7 %     (0.2 )%     (4.4 )%     (7.6 )%     (10.6 )%     (11.8 )%     (11.8 )%     (17.2 )%     (42.7 )%     (3.0 )%     (38.1 )%     (62.0 )%     3.0 %
Implied Premium/(Discount) at Offer Value: 0.570x
    31.6 %     33.8 %     31.4 %     25.9 %     21.6 %     17.7 %     16.1 %     16.1 %     9.0 %     (24.6 )%     35.6 %     (18.6 )%     (50.0 )%     35.6 %
 
Comparable Company Analysis
 
DrKW compared certain financial, operating and stock market data of ADC and Andrew to corresponding data of the following selected public wireless subsystems companies and selected communications cable or connectivity companies:
 
Wireless Subsystems Companies:
 
  •  Harris;
 
  •  Powerwave;
 
  •  Anaren;
 
  •  Filtronic;
 
  •  Nera; and
 
  •  CalAmp.
 
Communications Cable/Connectivity Companies:
 
  •  Amphenol;
 
  •  CommScope; and
 
  •  Belden CDT.
 
Using publicly available information for these comparable companies and closing stock prices on May 26, 2006, DrKW calculated the ratio of enterprise value to last twelve months, which we refer to as LTM, revenues and estimated revenues for calendar years 2006 and 2007, as well as the ratio of enterprise value to estimated and actual EBITDA and EBIT for such periods. DrKW also examined prices per share as a multiple of estimated and actual earnings per share for calendar years 2005, 2006 and 2007. DrKW then compared the multiples of comparable companies to the multiples of Andrew derived from (i) enterprise value/share price based on the closing price of Andrew’s stock on May 26, 2006 and (ii) enterprise value/share price implied by the closing price of ADC common stock on May 26, 2006 and the proposed exchange ratio of 0.57. For the purpose of this comparison, (i) DrKW used ADC management’s projections for Andrew’s financial performance for the forecasted periods and (ii) enterprise value was calculated as equity value plus interest-bearing debt, including unfunded pensions, minus cash and marketable securities. DrKW noted that the comparable company analysis does not take into account any acquisition or control premium.


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The following table summarizes the results of this analysis.
 
                                                 
                            Andrew  
                      Trading
    Value
 
                      Value on
    Implied by
 
                      May 26,
    Exchange
 
    Range     Median     Mean     2006     Ratio of 0.57  
 
Wireless Subsystems Companies
                                               
Enterprise Value/LTM Revenues
    0.5x -       2.9 x     1.2 x     1.4 x     0.9 x     1.2x  
Enterprise Value/CY06E Revenues
    0.5x -       2.6 x     1.0 x     1.3 x     0.8 x     1.1x  
Enterprise Value/CY07E Revenues
    0.5x -       1.5 x     0.8 x     0.9 x     0.8 x     1.0x  
Enterprise Value/LTM EBITDA
    7.0x -       16.4 x     10.7 x     11.0 x     10.8 x     14.1x  
Enterprise Value/CY06E EBITDA
    6.5x -       15.2 x     8.1 x     9.1 x     9.0 x     11.6x  
Enterprise Value/CY07E EBITDA
    5.5x -       8.7 x     6.1 x     6.6 x     7.1 x     9.2x  
Enterprise Value/LTM EBIT
    8.3x -       40.6 x     20.9 x     23.3 x     17.1 x     22.2x  
Enterprise Value/CY06E EBIT
    7.6x -       29.6 x     14.1 x     17.2 x     13.3 x     17.2x  
Enterprise Value/CY07E EBIT
    8.6x -       11.4 x     9.8 x     9.7 x     9.5 x     12.4x  
Price Per Share/CY05A Earnings Per Share
    16.1x -       35.2 x     20.6 x     23.1 x     25.7 x     33.9x  
Price Per Share/CY06E Earnings Per Share
    15.2x -       29.8 x     17.7 x     21.5 x     21.2 x     27.9x  
Price Per Share/CY07E Earnings Per Share
    13.4x -       16.9 x     15.5 x     15.3 x     15.4 x     20.3x  
Communications Cable/Connectivity Companies
                                               
Enterprise Value/LTM Revenues
    1.1x -       2.9 x     1.5 x     1.8 x     0.9 x     1.2x  
Enterprise Value/CY06E Revenues
    1.1x -       2.4 x     1.4 x     1.6 x     0.8 x     1.1x  
Enterprise Value/CY07E Revenues
    1.0x -       2.3 x     1.3 x     1.5 x     0.8 x     1.0x  
Enterprise Value/LTM EBITDA
    10.0x -       13.6 x     13.2 x     12.3 x     10.8 x     14.1x  
Enterprise Value/CY06E EBITDA
    8.4x -       11.7 x     11.0 x     10.3 x     9.0 x     11.6x  
Enterprise Value/CY07E EBITDA
    7.4x -       10.5 x     9.3 x     9.0 x     7.1 x     9.2x  
Enterprise Value/LTM EBIT
    12.6x -       23.2 x     22.0 x     22.0 x     17.1 x     22.2x  
Enterprise Value/CY06E EBIT
    11.0x -       17.0 x     15.5 x     16.5 x     13.3 x     17.2x  
Enterprise Value/CY07E EBIT
    9.3x -       13.4 x     10.6 x     10.8 x     9.5 x     12.4x  
Price Per Share/CY05A Earnings Per Share
    24.1x -       29.7 x     26.8 x     26.9 x     25.7 x     33.9x  
Price Per Share/CY06E Earnings Per Share
    19.6x -       25.1 x     20.2 x     21.6 x     21.2 x     27.9x  
Price Per Share/CY07E Earnings Per Share
    17.4x -       20.8 x     17.4 x     18.5 x     15.4 x     20.3x  
 
No company included in the comparable company analyses is identical to Andrew. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies.


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Comparable Transactions Analysis
 
DrKW reviewed the financial terms of representative acquisition transactions in the technology industry to the extent those terms were publicly available. Specifically, DrKW included in its review two groups of transactions. The first group consisted of selected public wireless subsystems transactions since 2000. These transactions were:
 
     
Acquiring Company
 
Target Company
 
CalAmp
  Dataradio
Powerwave
  Wireless Business (REMEC)
Powerwave
  LGP Allgon
Andrew
  Allen Telecom
LGP Telecom
  Allgon
Andrew
  Celiant
REMEC
  Solitra Oy (ADC)
 
The second group of comparable acquisition transactions consisted of selected public communications cable and connectivity transactions since 2000. These transactions were:
 
     
Acquiring Company
 
Target Company
 
ADC
  KRONE
Cable Design Technologies
  Belden
CommScope
  Connectivity Business (Avaya)
3M
  Robinson Nugent
GenTek
  Digital Comm. Group (Prestolite)
Tyco
  Electronic OEM business (Thomas & Betts)
Caradon
  Brand-Rex
 
DrKW reviewed the enterprise values paid in the selected transactions as a multiple of LTM sales, LTM EBITDA and LTM EBIT. For purposes of this analysis, (i) the Cable Design Technologies/Belden transaction LTM EBIT was excluded from the mean and median for the selected public communications cable and connectivity transactions and (ii) enterprise value was calculated as equity value plus interest-bearing debt, including unfunded pensions, minus cash and marketable securities. The multiples derived from the selected transactions are indicated in the following table. DrKW then compared the multiples derived from the selected transactions to Andrew’s LTM sales, EBITDA and LTM EBIT multiples based upon the enterprise value implied by the closing price of ADC common stock on May 26, 2006 and the proposed exchange ratio of 0.57.
 
                                         
                      Value
 
                      Implied by
 
                      Exchange
 
    Range     Median     Mean     Ratio of 0.57  
 
Selected Wireless Subsystems Transactions
                                       
Enterprise Value/LTM Sales
    0.5x -       1.7 x     1.2 x     1.1 x     1.2x  
Enterprise Value/LTM EBITDA
    4.7x -       15.7 x     10.2 x     10.2 x     14.1x  
Enterprise Value/LTM EBIT
    17.4x -       27.9 x     22.3 x     22.5 x     22.2x  
Selected Communications Cable/Connectivity Transactions
                                       
Enterprise Value/LTM Sales
    0.6x -       1.3 x     1.0 x     1.0 x     1.2x  
Enterprise Value/LTM EBITDA
    10.6x -       14.6 x     12.6 x     12.5 x     14.1x  
Enterprise Value/LTM EBIT
    15.4x -       68.7 x     20.4 x     22.4 x     22.2x  
Aggregate of Comparable Transaction Groups Summarized Above
                                       
Enterprise Value/LTM Sales
    0.5x -       1.7 x     1.1 x     1.0 x     1.2x  
Enterprise Value/LTM EBITDA
    4.7x -       15.7 x     12.6 x     11.9 x     14.1x  
Enterprise Value/LTM EBIT
    15.4x -       68.7 x     22.3 x     22.4 x     22.2x  


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DrKW observed that the multiples derived from the exchange ratio of 0.57 were within the range of the corresponding multiples for the selected transactions analyzed.
 
Although the wireless subsystems and communications cable and connectivity transactions were used for comparison purposes, none of those transactions is directly comparable to the transaction contemplated by ADC and Andrew, and none of the companies in those transactions is directly comparable to ADC or Andrew. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the companies involved and other factors that could affect the acquisition value of the target companies.
 
Stock Price Premiums Analysis
 
DrKW reviewed the premiums paid of representative acquisition transactions in the United States technology industry since 2001 to the extent these were publicly available. Specifically, DrKW included in its review such transactions (i) with transaction values between $400 million and $15 billion, (ii) in which the acquiror obtained board control in the combined entity post-transaction, (iii) consisting of all-stock or cash and stock with a majority of stock consideration and (iv) following which the acquiror’s stockholders owned between 51% and 75% of the combined entity. These transactions were:
 
     
Acquiring Company
 
Target Company
 
Integrated Device Technology
  Integrated Circuit Systems
American Tower
  SpectraSite
Symantec
  VERITAS Software
ARM Holdings
  Artisan Components
Credence
  NPTest
ST Assembly Test Services
  ChipPAC
Ariba
  Freemarkets
Powerwave
  LGP Allgon
Conexant Systems
  GlobespanVirata
Fair Isaac
  HNC Software
Brooks Automation
  PRI Automation
Sanmina
  SCI Systems
TriQuint Semiconductor
  Sawtek
 
The following table presents the premium of the offer price over the trading prices one trading day, one week and one month prior to the announcement date for the selected comparable transactions listed above and the premiums implied for Andrew, based on the exchange ratio in the merger and the closing prices of ADC and Andrew common stock on May 26, 2006.
 
                                         
                      Value
 
                      Implied by
 
                      Exchange
 
    Range     Median     Mean     Ratio of 0.57  
 
Selected Public Technology Transactions
                                       
1 Day Premium to Target Price
    8.9 % -      46.9 %     27.2%       28.0%       31.6%  
1 Week Premium to Target Price
    7.7 % -     58.5 %     27.8%       30.4%       36.0%  
1 Month Premium to Target Price
    (13.5 )% -     67.4 %     33.4%       34.3%       24.2%  
 
DrKW observed that, based upon the exchange ratio of 0.57, the premiums over Andrew’s trading prices one trading day, one week and one month prior to the announcement date were within the range of the corresponding premiums for the selected transactions analyzed.


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Discounted Cash Flow Analysis
 
Using a discounted cash flow analysis, DrKW calculated certain implied enterprise values and equity values of Andrew based on the financial forecasts provided to DrKW by ADC’s management (i) on a stand-alone basis, (ii) after giving effect to ADC management’s estimates of cost synergies and one-time cash transaction costs and (iii) after giving effect to ADC management’s estimates of cost and revenue synergies. DrKW based its discounted cash flow analysis on various operating assumptions provided by ADC’s management, including assumptions relating to, among other items, revenue, EBITDA/EBIT margins, depreciation and amortization, changes in working capital, capital expenditures, and tax rates. DrKW’s analysis used discount rates ranging from 10.0% to 11.0% and terminal EBITDA exit multiples in 2009 of 8.0x to 10.0x. Andrew’s equity value was calculated as enterprise value minus interest-bearing debt, including unfunded pensions, plus cash and marketable securities. The following table summarizes the enterprise values and equity values of Andrew implied by this analysis:
 
                 
    Implied Enterprise Value     Implied Equity Value  
    (In millions)     (In millions)  
 
Stand-Alone
  $ 2,160 - $2,688     $ 1,975 - $2,503  
Cost Synergies
  $ 2,634 - $3,294     $ 2,449 - $3,109  
All Synergies
  $ 2,769 - $3,462     $ 2,583 - $3,277  
 
DrKW noted that Andrew’s enterprise value and equity value implied by the closing price of ADC common stock on May 26, 2006 and the proposed exchange ratio of 0.57 were $2,305 million and $2,120 million, respectively.
 
DrKW has acted as one of ADC’s financial advisors in connection with the merger. ADC selected DrKW as a financial advisor based on DrKW’s experience, expertise and reputation. DrKW is an internationally recognized investment banking firm and is engaged regularly in the valuation of businesses and securities in connection with mergers and acquisitions and for other purposes.
 
DrKW acted as financial advisor to ADC in connection with the proposed merger, and pursuant to an engagement letter dated May 12, 2006, DrKW will receive a fee of approximately $2,100,000 for its services in connection with the delivery of its opinion. Pursuant to the engagement letter, DrKW will also receive a fee for other advisory services provided to ADC in connection with the merger and be reimbursed for its reasonable expenses, including attorneys’ fees and disbursements. No portion of DrKW’s fee is contingent upon the consummation of the merger.
 
In addition, DrKW has performed various investment banking advisory services for ADC from time to time in the past and has received customary fees for rendering such services.
 
In the ordinary course of its business, DrKW may actively trade the debt and equity securities of ADC and Andrew for its own account and for the accounts of customers. Accordingly, DrKW may at any time hold a long or short position in such securities.
 
Opinion of Andrew’s Financial Advisor
 
On May 30, 2006, Merrill Lynch delivered to Andrew’s board of directors its oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of that date and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the exchange ratio pursuant to the merger of 0.57 was fair, from a financial point of view, to the holders of Andrew common stock. A copy of Merrill Lynch’s written opinion is attached to this joint proxy statement/prospectus as Annex C. Merrill Lynch was not requested to and did not provide any financial advisory services to Andrew in connection with the merger, including advice concerning the structure, the specific amount of the exchange ratio, or any other aspects of the merger, other than the delivery of its opinion. Merrill Lynch did not participate in negotiations with respect to the exchange ratio or the other terms of the merger or the agreement.
 
Merrill Lynch’s written opinion sets forth the assumptions made, matters considered and limits on the scope of review undertaken by Merrill Lynch. Each holder of Andrew’s common stock is encouraged


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to read Merrill Lynch’s opinion in its entirety. Merrill Lynch’s opinion was intended for the use and benefit of Andrew’s board of directors, does not address the merits of the underlying decision by Andrew to enter into the merger agreement or any of the transactions contemplated thereby, including the merger, and does not constitute a recommendation to any Andrew stockholder as to how that stockholder should vote on the merger or any related matter. Merrill Lynch was not asked to address nor does its opinion address the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Andrew, other than the holders of Andrew common stock. This summary of Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion attached to this joint proxy statement/prospectus as Annex C.
 
In arriving at its opinion, Merrill Lynch, among other things:
 
  •  Reviewed certain publicly available business and financial information relating to Andrew and ADC that it deemed to be relevant;
 
  •  Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of Andrew and ADC as furnished to it by Andrew and ADC, respectively, as well as the amount and timing of the cost savings and related expenses and synergies expected to result from the merger, which are referred to as the expected synergies, furnished to it by Andrew;
 
  •  Conducted discussions with members of senior management and representatives of Andrew and ADC concerning the matters described in the preceding two bullet points, as well as their respective businesses and prospects before and after giving effect to the transaction and the expected synergies;
 
  •  Reviewed the market prices and valuation multiples for Andrew common stock and ADC common stock and compared them with those of certain publicly-traded companies that it deemed to be relevant;
 
  •  Reviewed the results of operations of Andrew and ADC and compared them with those of certain publicly-traded companies that it deemed to be relevant;
 
  •  Reviewed the potential pro forma impact of the merger;
 
  •  Reviewed the merger agreement; and
 
  •  Reviewed such other financial studies and analyses and took into account such other matters as were deemed necessary, including an assessment of general economic, market and monetary conditions.
 
In preparing its opinion, Merrill Lynch assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to it, discussed with or reviewed by or for it, or publicly available, and Merrill Lynch did not assume any responsibility for independently verifying such information or undertake an independent evaluation or appraisal of any of the assets or liabilities of Andrew or ADC and was not furnished with any such evaluation or appraisal, nor did it evaluate the solvency or fair value of Andrew or ADC, under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, Merrill Lynch did not assume any obligation to conduct any physical inspection of the properties or facilities of Andrew or ADC. With respect to the financial forecast information and the expected synergies furnished to or discussed with Merrill Lynch by Andrew or ADC, Merrill Lynch assumed that such forecasts were reasonably prepared and reflected the best currently available estimates and judgment of Andrew or ADC’s management as to the expected future financial performance of Andrew or ADC, as the case may be, and the expected synergies. Merrill Lynch further assumed that the merger would qualify as a “reorganization” for U.S. federal income tax purposes.
 
Merrill Lynch’s opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information made available to it as of, the date thereof. Merrill Lynch assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including any divestiture requirements or amendments or modifications, would be imposed that would have a material adverse effect on the contemplated benefits of the merger.


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In connection with the preparation of its opinion, Merrill Lynch was not authorized by Andrew or Andrew’s board of directors to solicit, nor did it solicit, third-party indications of interest for the acquisition of all or any part of Andrew. In addition, Merrill Lynch was not requested to and did not provide any financial advisory services to Andrew in connection with the merger, including advice concerning the structure, the specific amount of the exchange ratio, or any other aspects of the merger, other than the delivery of the opinion. Merrill Lynch did not participate in negotiations with respect to the exchange ratio or the other terms of the merger or the Agreement.
 
The following is a summary of the material financial and comparative analyses performed by Merrill Lynch that were presented to Andrew’s board of directors in connection with the delivery of its opinion. Some of the financial analyses summarized below include information presented in a tabular format. In order to fully understand Merrill Lynch’s financial analyses, the tables must be read together with the text of the summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth below in tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Merrill Lynch.
 
Transaction Overview
 
Based upon the $23.05 closing price of ADC common stock on May 26, 2006 and the exchange ratio pursuant to the merger of 0.57, Merrill Lynch noted that the implied value of the consideration to be received in the merger per share of Andrew common stock as of that date was $13.14, which is referred to as the implied consideration value. Based upon the implied consideration value, approximately 161.653 million diluted shares of Andrew common stock outstanding (calculated using the treasury stock method), and approximately $158.1 million of net debt (which includes convertible debt of $240.0 million), Merrill Lynch also noted that the merger implied a net offer value of approximately $2.124 billion, and a transaction value of approximately $2.282 billion, which is referred to as the implied transaction value.
 
Merrill Lynch compared the implied consideration value to the closing price of Andrew common stock on May 26, 2006 and to the average daily closing prices of Andrew common stock for various time periods ending on that date and noted the following implied offer premia:
 
                 
    Andrew
       
    Common Stock
    Implied
 
Time Period
  Price     Premium*  
 
Current (May 26, 2006)
  $ 9.98       31.6%  
1-week average
  $ 9.73       35.0%  
4-week average
  $ 10.15       29.5%  
8-week average
  $ 10.86       21.0%  
12-week average
  $ 11.56       13.7%  
52-week average
  $ 11.73       12.0%  
 
 
* Based upon the implied consideration value of $13.14.
 
Analysis of Andrew
 
Historical Trading Performance
 
Merrill Lynch reviewed the historical trading prices for the Andrew common stock to provide background information on the prices at which Andrew common stock has historically traded. This review indicated that during the 52-week period ending May 26, 2006, the Andrew common stock traded as low as $9.35 per share and as high as $14.25 per share, and during the three-month period ending May 26, 2006, the Andrew common stock traded as low as $9.47 and as high as $13.74. These trading prices compared to the closing price of Andrew common stock on May 26, 2006 of $9.98 and the implied consideration value of $13.14.


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Comparable Public Companies Analysis
 
Using publicly available information, Merrill Lynch compared certain financial and operating information, ratios and valuation multiples for Andrew with corresponding financial and operating information, ratios and valuation multiples for the following five companies, which are referred to as the Andrew comparable companies:
 
  •  ADC Telecommunications, Inc.
 
  •  Aeroflex Inc.,
 
  •  Commscope Inc.,
 
  •  Filtronic PLC, and
 
  •  Powerwave Technologies Inc.
 
Using publicly available information and research estimates, Merrill Lynch reviewed for each of these companies:
 
  •  stock price as a multiple of estimated earnings per share for fiscal year 2006, which is referred to below as 2006E P/E; and
 
  •  stock price as a multiple of estimated earnings per share for fiscal year 2007, which is referred to below as 2007E P/E.
 
This analysis showed the following:
 
                         
Andrew Comparable Public Companies Analysis  
Multiple
  High     Low     Mean  
 
2006E P/E
    24.1 x     15.8 x     19.5x  
2007E P/E
    21.2 x     12.3 x     16.7x  
 
Merrill Lynch estimated implied equity value ranges per share of Andrew common stock, based upon financial forecasts provided by Andrew management, which are referred to as the Andrew Management Case, and selected publicly available equity research reports and consensus earnings per share estimates published by First Call for the period 2006 through 2007, and projected earnings per share and long-term growth rate published by First Call and selected equity research reports and discussions with Andrew management for the period 2008 through 2011, which are collectively referred to as the Andrew Street Case. Using a reference range of 14.0x to 17.0x Andrew’s estimated earnings per share for fiscal year 2007, this analysis indicated implied values per share of Andrew common stock of approximately $9.50 to $11.50 under the Andrew Management Case and approximately $8.50 to $10.25 under the Andrew Street Case, compared to the closing price of Andrew common stock on May 26, 2006 of $9.98 and the implied consideration value of $13.14.
 
Discounted Cash Flow Analysis
 
Merrill Lynch performed a discounted cash flow, or DCF, analysis for Andrew. Merrill Lynch estimated the present value of the standalone, unlevered, after-tax free cash flows that Andrew could produce over the fiscal years 2007 through 2011 on a standalone basis before giving effect to the expected synergies. Estimated financial data was based upon the Andrew Management Case and the Andrew Street Case. The range of terminal values was derived by applying multiples ranging from 9.0x to 11.0x to fiscal year 2011 estimated EBITDA. In order to derive implied equity value per share ranges for Andrew, Merrill Lynch discounted the free cash flows and terminal values to present value using discount rates ranging from 16.0% to 18.0% and then subtracted net debt.
 
This analysis indicated an implied equity value per share range of Andrew common stock from approximately $9.25 to $12.00 under the Andrew Management Case and from approximately $9.50 to $12.25 under the Andrew Street Case, compared to the closing price of Andrew common stock on May 26, 2006 of $9.98 and the implied consideration value of $13.14.


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Research Analyst Price Targets
 
Merrill Lynch reviewed the most recent Wall Street research equity analyst per share target prices for Andrew common stock, which ranged from $11.00 to $13.00, compared to the closing price of Andrew common stock on May 26, 2006 of $9.98 and the implied consideration value of $13.14.
 
Analysis of ADC
 
Historical Trading Performance
 
Merrill Lynch reviewed the historical trading prices for the ADC common stock to provide background information on the prices at which ADC common stock has historically traded. This review indicated that during the 52-week period ending May 26, 2006, the ADC common stock traded as low as $16.95 per share and as high as $27.90 per share, and during the three-month period ending May 26, 2006, the ADC common stock traded as low as $21.54 and as high as $26.40. These trading prices compared to the closing price of ADC common stock on May 26, 2006 of $23.05.
 
Comparable Public Companies Analysis
 
Using publicly available information, Merrill Lynch compared certain financial and operating information, ratios and valuation multiples for ADC with corresponding financial and operating information, ratios and valuation multiples for the following eight companies, which are referred to as the ADC comparable companies:
 
  •  Adtran, Inc.,
 
  •  Amphenol Corp.,
 
  •  Belden CDT, Inc.,
 
  •  Commscope, Inc.,
 
  •  Corning Inc.,
 
  •  General Cable Corp.,
 
  •  Harris Corp., and
 
  •  Tellabs Inc.
 
Using publicly available information and research estimates, Merrill Lynch reviewed for each of these companies:
 
  •  stock price as a multiple of estimated earnings per share for fiscal year 2006, which is referred to below as 2006E P/E; and
 
  •  stock price as a multiple of estimated earnings per share for fiscal year 2007, which is referred to below as 2007E P/E.
 
This analysis showed the following:
 
                         
ADC Comparable Public Companies Analysis  
Multiple
  High     Low     Mean  
 
2006E P/E
    24.1 x     18.4 x     20.5x  
2007E P/E
    19.5 x     14.6 x     17.2x  
 
Merrill Lynch estimated implied equity value ranges per share of ADC common stock, based upon both financial forecasts provided by ADC management, which are referred to as the ADC Management Case, and selected publicly available equity research reports and consensus earnings per share estimates published by First Call for the period 2006 through 2008, and projected earnings per share and long-term growth rate published by First Call and selected equity research reports and discussions with ADC management for the period 2009 through 2011, which are collectively referred to as the ADC Street Case. Using a reference range


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of 14.5x to 17.5x ADC’s estimated earnings per share for fiscal year 2007, this analysis indicated a range of implied values per share of ADC common stock of approximately $22.00 to $26.50 under the ADC Management Case and approximately $20.75 to $25.00 under the ADC Street Case, compared to the closing price of ADC common stock on May 26, 2006 of $23.05.
 
Discounted Cash Flow Analysis
 
Merrill Lynch performed a discounted cash flow, or DCF, analysis for ADC. Merrill Lynch estimated the present value of the standalone, unlevered, after-tax free cash flows that ADC could produce over the fiscal years 2007 through 2011 on a standalone basis before giving effect to the expected synergies. Estimated financial data was based upon the ADC Management Case and the ADC Street Case. The range of terminal values was derived by applying multiples ranging from 10.0x to 12.0x to fiscal year 2011 estimated EBITDA. In order to derive implied equity value per share ranges for ADC, Merrill Lynch discounted the free cash flows and terminal values to present value using discount rates ranging from 14.0% to 16.0% and then subtracted net debt.
 
This analysis indicated an implied equity value per share range of ADC common stock from approximately $18.75 to $23.00 under the ADC Management Case and from approximately $18.50 to $22.75 under the ADC Street Case, compared to the closing price of ADC common stock on May 26, 2006 of $23.05.
 
Research Analyst Price Targets
 
Merrill Lynch reviewed the most recent Wall Street research equity analyst per share target prices for ADC common stock, which ranged from $26.00 to $32.00, compared to the closing price of ADC common stock on May 26, 2006 of $23.05.
 
Exchange Ratio Analysis
 
Historical Implied Exchange Ratio Trading Analysis
 
Merrill Lynch reviewed the per share daily closing trading prices for the Andrew common stock and the ADC common stock for the three-year period ending May 26, 2006 to provide background information on the prices at which Andrew and ADC common stock have historically traded. For perspective on the related prices at which Andrew and ADC common stock have historically traded, Merrill Lynch calculated the historical implied exchange ratios by dividing the daily closing prices of Andrew common stock by those of ADC common stock. This analysis showed the following implied exchange ratios, compared in each case to the exchange ratio pursuant to the merger of 0.57:
 
                         
    Implied Exchange Ratios  
    Low     Mean     High  
 
Current (05/26/06)
    0.433 x     0.433 x     0.433x  
One Month
    0.421 x     0.458 x     0.501x  
Three Months
    0.421 x     0.488 x     0.543x  
Six Months
    0.421 x     0.492 x     0.543x  
One Year
    0.420 x     0.524 x     0.761x  
Two Years
    0.420 x     0.678 x     1.108x  
Three Years
    0.420 x     0.700 x     1.139x  
 
In addition, Merrill Lynch compared the exchange ratio pursuant to the merger of 0.57 to the low, mean and high implied exchange ratios over the same time periods and noted the amount by which the exchange


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ratio pursuant to the merger of 0.57 constituted a premium (or discount) to the implied exchange ratios for such periods. This analysis showed the following:
 
                         
    Implied Premium/(Discount)  
    Low     Mean     High  
 
Current (05/26/06)
    31.6%       31.6 %     31.6 %
One Month
    35.4%       24.4 %     13.8 %
Three Months
    35.4%       16.8 %     5.0 %
Six Months
    35.4%       16.0 %     5.0 %
One Year
    35.6%       8.7 %     (25.1 )%
Two Years
    35.6%       (15.9 )%     (48.5 )%
Three Years
    35.6%       (18.5 )%     (50.0 )%
 
Based upon the 52-week and three-month high and low trading prices for the Andrew common stock and the ADC common stock noted above, Merrill Lynch calculated a range of implied exchange ratios of a share of Andrew common stock to a share of ADC common stock, in each case compared to the exchange ratio pursuant to the merger of 0.57. This analysis showed the following:
 
                 
    Implied Exchange Ratio  
    Low to High*     High to Low**  
 
52-Week High/Low
    0.335 x     0.841x  
3-Month High/Low
    0.359 x     0.638x  
 
 
* Calculated by dividing the low trading price of Andrew common stock by the high trading price of ADC common stock.
 
** Calculated by dividing the high trading price of Andrew common stock by the low trading price of ADC common stock.
 
Research Analyst Price Targets
 
Merrill Lynch calculated implied exchange ratios by dividing the high and low research equity analyst per share target prices for Andrew common stock summarized above by the low and high research equity analyst per share target prices for ADC common stock summarized above. This analysis showed the following implied exchange ratios, compared in each case to the exchange ratio pursuant to the merger of 0.57:
 
                 
    Implied Exchange Ratio  
    Low to High*     High to Low**  
 
Research Analyst Price Targets
    0.344 x     0.500x  
 
 
* Calculated by dividing the low research analyst per share target price of Andrew common stock by the high research analyst per share target price of ADC common stock.
 
** Calculated by dividing the high research analyst per share target price of Andrew common stock by the low research analyst per share target price of ADC common stock.
 
Relative Comparable Public Companies Analysis
 
Based upon the implied equity values per share of Andrew common stock and ADC common stock that were estimated using the comparable public companies analyses described above, Merrill Lynch calculated a range of implied exchange ratios of a share of Andrew common stock to a share of ADC common stock, based upon
 
  •  the Andrew Management Case and the ADC Management Case, and
 
  •  the Andrew Street Case and the ADC Street Case.


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This analysis yielded the following implied exchange ratios, in each case compared to the exchange ratio pursuant to the merger of 0.57:
 
                 
    Implied Exchange Ratio  
    Low to High*     High to Low**  
 
Andrew Management Case and ADC Management Case
    0.358 x     0.523x  
Andrew Street Case and ADC Street Case
    0.340 x     0.494x  
 
 
* Calculated by dividing the low estimated valuation of Andrew common stock by the high estimated valuation of ADC common stock, both on the basis of 2007E P/E.
 
** Calculated by dividing the high estimated valuation of Andrew common stock by the low estimated valuation of ADC common stock, both on the basis of 2007E P/E.
 
Relative DCF Analysis
 
Based upon the implied equity values per share of Andrew common stock and ADC common stock that were estimated using the DCF methodologies described above, Merrill Lynch calculated a range of implied exchange ratios of a share of Andrew common stock to a share of ADC common stock, based upon the Andrew and ADC Management Case and the Andrew and ADC Street Case. This analysis yielded the following implied exchange ratios, in each case compared to the exchange ratio pursuant to the merger of 0.57:
 
                 
    Implied Exchange Ratio  
    Low to High*     High to Low**  
 
Andrew Management Case and ADC Management Case
    0.402 x     0.640x  
Andrew Street Case and ADC Street Case
    0.418 x     0.662x  
 
 
* Calculated by dividing the low estimated valuation of Andrew common stock by the high estimated valuation of ADC common stock.
 
** Calculated by dividing the high estimated valuation of Andrew common stock by the low estimated valuation of ADC common stock.
 
Relative Contribution Analysis
 
Merrill Lynch calculated the relative contributions of Andrew and ADC to the combined company of projected EBITDA and cash net income for fiscal years 2006 through 2009, respectively, in each case before giving effect to the expected synergies based upon:
 
  •  the Andrew Management Case and the ADC Management Case, and
 
  •  the Andrew Street Case and the ADC Street Case.
 
This analysis yielded the following implied exchange ratios, in each case compared to the exchange ratio pursuant to the merger of 0.57:
 
                 
    Implied Exchange Ratio  
    Low     High  
 
Andrew Management Case and ADC Management Case
    0.392 x     0.715x  
Andrew Street Case and ADC Street Case
    0.368 x     0.699x  
 
Pro Forma Analysis
 
Merrill Lynch analyzed the potential pro forma effect of the merger on Andrew stockholders for the years 2007 through 2009 using the Andrew Management Case and the ADC Management Case. These projections assumed, among other factors, that the combined company would achieve the expected synergies. The pro forma impact was found to be accretive to earnings to Andrew stockholders throughout the period.


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The summary set forth above summarizes the material analyses performed by Merrill Lynch but does not purport to be a complete description of the analyses underlying the Merrill Lynch opinion or the presentation made by Merrill Lynch to Andrew’s board of directors. The preparation of a fairness opinion is a complex analytic process and is not necessarily susceptible to partial or summary description. Accordingly, Merrill Lynch believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by Merrill Lynch, without considering all analyses and factors, could create an incomplete view of the processes underlying the Merrill Lynch opinion. Merrill Lynch did not assign relative weights to any of its analyses in preparing its opinion. The matters considered by Merrill Lynch in its analyses were based on numerous macroeconomic, operating and financial assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Andrew and Merrill Lynch, and involve the application of complex methodologies and educated judgments. In addition, no company utilized as a comparison in the analyses described above is identical to Andrew or ADC.
 
Any estimates contained in the analyses performed by Merrill Lynch are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty. In addition, as described above, the Merrill Lynch opinion was among several factors taken into consideration by Andrew’s board of directors in making its determination to approve the merger agreement and the merger. Consequently, Merrill Lynch’s analyses should not be viewed as determinative of the decision of Andrew’s board of directors with respect to the fairness to Andrew of the exchange ratio pursuant to the merger of 0.57.
 
Andrew’s board of directors selected Merrill Lynch to render a fairness opinion because Merrill Lynch is an internationally recognized investment banking firm with substantial experience in transactions similar to the mergers. As part of its investment banking business, Merrill Lynch is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, secondary distributions of listed and unlisted securities and private placements.
 
Merrill Lynch acted as financial advisor to Andrew in connection with the delivery of its opinion and will receive a fee from Andrew for its services pursuant to a letter agreement dated as of May 24, 2006. Pursuant to this letter agreement, Andrew has paid Merrill Lynch for its services a fee of $1,500,000 in cash upon delivery of its opinion. In addition, Andrew has agreed to indemnify Merrill Lynch for certain liabilities arising out of its engagement. Andrew has also agreed to reimburse Merrill Lynch for its reasonable expenses, including attorneys’ fees and disbursements.
 
Merrill Lynch may actively trade the Andrew common stock and other securities of Andrew, as well as the ADC common stock and other securities of ADC, for its own account and for the accounts of its customers and for ADC and, accordingly, may at any time hold a long or short position in such securities.
 
Interests of Andrew Directors and Executive Officers in the Merger
 
In considering the recommendation of Andrew’s board of directors with respect to the merger, Andrew stockholders should be aware that members of Andrew’s board of directors and Andrew’s executive officers have interests in the merger that differ from, or are in addition to, the interests of Andrew stockholders. Andrew’s board of directors was aware of the interests described below and considered them, among other matters, when approving the merger agreement and recommending that Andrew stockholders vote to adopt the merger agreement. These interests are summarized below.
 
Election of Directors.  As an integral part, and contingent on completion, of the merger, four current members of Andrew’s board of directors (Gerald A. Poch, Anne F. Pollack, Glen O. Toney and Andrea L. Zopp) will be elected to ADC Andrew’s board of directors as described in this joint proxy/prospectus in the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and the ADC Andrew Share Issuance — ADC Andrew Board of Directors.”


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Stock Options and Other Stock-Based Awards.  Under the Andrew Corporation Management Incentive Program and the Stock Option Plan for Non-Employee Directors, all outstanding options to purchase shares of Andrew common stock issued under those plans, including those held by directors and executive officers of Andrew, vest automatically at the closing of a merger, such as the proposed merger with ADC. Based upon options outstanding as of June 15, 2006, options held by directors and executive officers of Andrew representing 934,400 shares of Andrew common stock will be subject to accelerated vesting at the effective time of the merger. In addition, 857,250 total restricted stock units granted under the Andrew Corporation 2005 Long-Term Incentive Plan held by directors and executive officers of Andrew will be subject to accelerated vesting at the effective time of the merger.
 
The compensation committee of Andrew’s board of directors has approved an amendment to the Andrew Management Incentive Program, subject to and contingent on completion of the merger, to extend the exercise period of options that vest upon a change in control, such as the merger. Prior to amendment, the plan provided for a 90-day exercise period with respect to such options. The amended plan provides that upon completion of the merger, the exercise period of options that vest upon a change in control shall expire on the earlier of (a) the expiration of the applicable option term or (b) the later of (i) the 15th day of the third calendar month following the date on which the option exercise period would otherwise expire pursuant to the terms of the plan in effect immediately prior to the amendment or (ii) the last day of the calendar year in which the option exercise period would otherwise expire pursuant to the terms of the plan in effect immediately prior to the amendment. Such extended option period would also apply to all options held by any Andrew employee whose employment, within 12 months after completion of the merger, (I) terminates involuntarily, (II) terminates for “good reason” as provided in a retention agreement with ADC, or (III) terminates at the close of a specified period under the terms of a retention agreement with ADC, or whose services under a consulting agreement with ADC terminate within such 12-month period.
 
The Andrew Corporation Stock Option Plan for Non-Employee Directors, as administered and interpreted by Andrew’s Chief Financial Officer, provides for the following option exercise periods:
 
  •  Options that vest upon a change in control, such as the merger, are exercisable for a period of 90 days thereafter. In addition, to the extent options that vest upon a change in control are not exercised within such 90-day period, such options shall be exercisable until the earlier of (i) the expiration of the applicable option term or (ii) the expiration of a five-year period following the change in control.
 
  •  Options that have otherwise vested prior to a change in control, such as the merger, will continue to be exercisable according to the terms of the plan and the applicable option agreements as if a change in control had not occurred. The 90-day exercise period described above shall not apply to such already-vested options.


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The following table sets forth, as of June 15, 2006, the number of shares of Andrew common stock subject to unvested options held by directors and executive officers of Andrew, the weighted average exercise prices of those options and the number of shares of Andrew common stock subject to unvested restricted stock units held by directors and executive officers of Andrew, all of which will vest upon completion of the merger.
 
                         
    Number of Shares
    Weighted Average
    Number of Shares
 
    Subject to
    Exercise Price
    Subject to Unvested
 
Name of Director or Executive Officer
  Unvested Options     per Share($)     Restricted Stock Units  
 
William Bax
    0       n/a       5,000  
Thomas A. Donahoe
    4,800     $ 9.45       10,000  
Jere D. Fluno
    4,800     $ 9.45       10,000  
William O. Hunt
    4,800     $ 9.45       10,000  
Charles R. Nicholas
    15,000     $ 9.36       27,000  
Gerald A. Poch
    4,800     $ 9.45       10,000  
Anne F. Pollack
    0       n/a       10,000  
Glen O. Toney
    4,800     $ 9.45       10,000  
Andrea L. Zopp
    0       n/a       5,000  
Justin Choi
    50,000     $ 13.64       25,000  
John E. DeSana
    50,000     $ 10.50       60,800  
John Dickson
    35,000     $ 10.58       37,050  
Ralph E. Faison
    309,500     $ 10.49       166,575  
Terry N. Garner
    29,000     $ 10.80       33,500  
John C. Huang
    30,000     $ 10.79       52,950  
Robert J. Hudzik
    33,000     $ 10.60       36,525  
Marty R. Kittrell
    80,000     $ 10.77       66,100  
James LePorte
    26,000     $ 10.86       31,325  
Roger J. Manka
    57,500     $ 11.18       50,850  
Carleton M. (Mickey) Miller
    20,000     $ 10.27       56,200  
Jude T. Panetta
    45,500     $ 11.17       30,500  
Karen Quinn-Quintin
    55,000     $ 10.48       46,375  
Daniel J. Hartnett
    12,900     $ 10.64       12,125  
Fred H. Lietz
    21,500     $ 10.62       22,475  
Mark A. Olson
    26,000     $ 10.59       22,400  
James F. Petelle
    14,500     $ 10.50       9,500  
 
Under the terms of the merger agreement, all outstanding options to purchase shares of Andrew common stock existing at the effective time of the merger, including those held by directors and executive officers of Andrew, will be assumed by ADC Andrew and will become options to purchase shares of ADC Andrew common stock with appropriate adjustments to be made to the number of shares and the exercise price under such options based on the exchange ratio. Under the merger agreement, all outstanding restricted stock units settlable in shares of Andrew common stock existing at the time of the completion of the merger, including those held by directors and executive officers of Andrew, will be assumed by ADC Andrew and will become restricted stock units that, upon vesting, will be settled in shares of ADC Andrew common stock. For a more complete description of the treatment of Andrew stock options and restricted stock units, see “The Merger Agreement — Treatment of Stock Options and Restricted Stock Units.”
 
Change in Control and Retention Agreements.  The closing of the merger will constitute a change in control under agreements Andrew has entered into with the following executive officers: Ralph E. Faison, Justin Choi, John Dickson, John C. Huang, Marty R. Kittrell, James LePorte, Karen Quinn-Quintin, Daniel J. Hartnett, Fred H. Lietz, Mark A. Olson, and James F. Petelle. These agreements have been modified by letter agreements between ADC and the foregoing executive officers that are subject to, and contingent on, the


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completion of the merger. Under the change in control agreements, as modified by the letter agreements with ADC, the foregoing executive officers will be entitled to the following payments and benefits:
 
  •  An amount equal to the executive officer’s base pay multiplied by: (A) 3 for Mr. Faison; (B) 2.5 for Messrs. Choi, Dickson, Huang, Kittrell, LePorte and Ms. Quinn-Quintin; and (C) 1 for each other executive officer listed above;
 
  •  An amount equal to the executive officer’s estimated bonus (which shall be the greater of (A) the target bonus in effect for the fiscal year in which the completion of the merger occurs or (B) the average annual bonus actually payable to the executive officer for the three fiscal years immediately prior to the fiscal year in which the completion of the merger occurs) multiplied by: (i) 3 for Mr. Faison; (ii) 2.5 for Messrs. Choi, Dickson, Huang, Kittrell and LePorte and Ms. Quinn-Quintin; and (iii) 1 for each other executive officer listed above;
 
  •  An amount equal to the executive officer’s bonus for the fiscal year in which the completion of the merger occurs (which shall be the greater of (A) the estimated bonus as determined above or (B) the actual bonus the executive officer would have earned for the fiscal year in which the completion of the merger occurs based on performance prior to the completion of the merger, reduced, if applicable, by any bonus otherwise payable to the executive officer for such fiscal year);
 
  •  An amount equal to the profit-sharing and matching contributions the executive officer would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during the applicable severance period designated in the executive officer’s change in control agreement (which severance period is (A) 36 months for Mr. Faison; (B) 30 months for Messrs. Choi, Dickson, Huang, Kittrell and LePorte and Ms. Quinn-Quintin; and (C) 12 months for each other executive officer listed above);
 
  •  Immediate and full vesting of any long-term incentive awards. To the extent that the amount of any long-term incentive award is determined based on the attainment of performance goals, the amount of such award shall be determined assuming the greatest of (A) target performance, (B) actual performance prior to completion of the merger, or (C) average performance over the three-year period preceding the year in which completion of the merger occurs; and
 
  •  A perquisite cash payment representing the value of perquisites the executive officer would have received from Andrew for: (A) 36 months for Mr. Faison; (B) 30 months for Messrs. Choi, Dickson, Huang, Kittrell, and LePorte and Ms. Quinn-Quintin; and (C) 12 months for each other executive officer listed above, in each case including a “gross-up” payment in an amount to cover any federal, state or local income taxes (assuming the highest marginal tax rates) with respect to the perquisite cash payment, excluding any additional taxes that may be imposed under Section 409A of the Code, if applicable.
 
The foregoing amounts would be payable within 30 days after completion of the merger. Their letter agreements with ADC are further described below.
 
In addition to the amounts described above, in the event the merger is completed and within 24 months thereafter Messrs. Choi, Dickson, Huang, Kittrell, LePorte, Hartnett, Lietz, Olson or Petelle or Ms. Quinn-Quintin terminates his or her employment for good reason or is terminated by Andrew or ADC other than for cause (as such terms are defined in the Andrew change in control agreements), he or she would also be entitled to the following:
 
  •  If the executive officer’s employment termination occurs during a fiscal year after the fiscal year in which completion of the merger occurs, a pro rata estimated bonus for the fiscal year in which employment termination occurs based on the number of days in such fiscal year preceding the termination date. Such bonus will be paid as soon as reasonably practicable following six months after the termination date.
 
  •  Payment of expenses incurred for outplacement services up to $25,000.


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  •  Continued participation in Andrew’s group-term life and disability plans (or plans providing equivalent benefits) for a maximum period equal to the executive officer’s applicable severance period ((A) 30 months for Messrs. Choi, Dickson, Huang, Kittrell, and LePorte and Ms. Quinn-Quintin; and (B) 12 months for Messrs. Hartnett, Lietz, Olson and Petelle).
 
  •  Continued participation in Andrew’s group health, dental and vision plans (or plans providing equivalent benefits) for a maximum period equal to the executive officer’s applicable severance period. For those executives whose severance periods exceed 18 months, in lieu of continuation coverage for the portion of the severance period, if any, that extends beyond the continuation coverage period required by federal law (which we refer to as COBRA), the executive officer may, prior to August 1, 2006, elect to receive the sum of (A) a lump sum cash payment equal to the value of coverage for the remaining period and (B) a “gross-up” payment in an amount to cover any federal, state or local income taxes (assuming the highest marginal tax rates but excluding any taxes imposed under Section 409A of the Code) with respect to such lump sum payment. The lump sum would be payable within 30 days of the expiration of the COBRA period and contingent upon certification of lack of access to coverage by a subsequent employer.
 
In addition to the amounts described above, the executive officers listed above (including Mr. Faison) would also be entitled to the following:
 
  •  A “gross-up” payment in an amount to cover any “golden parachute” excise tax imposed on the executive officer under Section 4999 of the Internal Revenue Code and any federal, state and local income tax and excise tax imposed on that executive officer as a result of the receipt of the gross-up payment (but there shall be no “gross-up” payment by reason of any excise tax imposed on the executive officer by Section 409A of the Internal Revenue Code).
 
  •  Payment of legal fees incurred by the executive officer in enforcing his or her change in control agreement with Andrew or letter agreement with ADC.
 
ADC has entered into letter agreements providing special retention and severance payments with each of John E. DeSana, Roger J. Manka, Carleton M. (Mickey) Miller, Robert J. Hudzik and Jude T. Panetta who will continue employment with ADC Andrew but who may have been entitled to a severance payment under a change in control agreement with Andrew. These are subject to, and contingent on, the completion of the merger. Under the letter agreements with ADC, the foregoing officers will be entitled to the following payments and benefits:
 
                                         
    Cash Payments Under Retention Agreement  
    Special
          Other
             
    Retention
          Severance
             
    Payment
          Payments
             
    without
          without
    Estimated
       
Name of Executive
  Gross-Up     Bonus     Gross-Up     Gross-Up     Total  
 
John E. DeSana
  $ 2,008,991 (1)     319,600     $ 76,250 (2)     586,442       2,991,283  
Robert J. Hudzik
    1,352,514 (3)     208,579       76,250 (2)     379,284       2,016,627  
Roger J. Manka
    1,843,153 (4)     293,250       76,250 (2)     555,803       2,768,456  
Carleton M. (Mickey) Miller
    2,008,991 (5)     319,600       76,250 (2)     521,759       2,926,600  
Jude T. Panetta
    1,275,656 (6)     182,000       76,250 (2)     395,614       1,929,520  
 
 
(1) Three retention payments of $669,664 each, paid within 10 business days, 9 months and 18 months, respectively, following the merger effective date.
 
(2) Perquisite and welfare benefit cash payment.
 
(3) A payment of $1,171,447 paid within 10 business days following the merger effective date and a payment of $181,067 paid 18 months following the merger effective date.


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(4) Three payments of $614,385 each, paid within 10 business days, 9 months and 18 months, respectively, following the merger effective date.
 
(5) Two payments of $669,664 each, paid within 10 business days and 9 months, respectively, following the merger effective date, and a payment of $669,663 paid 18 months following the merger effective date.
 
(6) A payment of $1,105,000 paid within 10 business days following the merger effective date and a payment of $170,656 paid 18 months following the merger effective date. Included in change in control payment table above.
 
The special retention amounts would be payable in installments over an 18-month period following completion of the merger (three installments in the case of Messrs. DeSana, Manka and Miller, and two installments in the case of Messrs. Hudzik and Panetta). Payment of such amounts are contingent upon the executive officer’s continued employment with ADC over the 18-month period (except as provided below with respect to involuntary termination without cause), with the first installment payable within 10 business days after completion of the merger. Bonus amounts would be payable in a lump sum as soon as administratively feasible after completion of the merger when the bonus payable for the relevant fiscal year is known.
 
In the case of Messrs. DeSana, Manka and Miller, in the event the merger is completed and within 18 months thereafter the executive is involuntarily terminated other than for cause (as such term is defined in the ADC letter agreement) or the executive (excluding Mr. DeSana) is required to relocate his principal office by more than 50 miles from its location immediately prior to the merger, subject to executing a release in favor of ADC, he would be entitled to the following (as reflected in the above table):
 
  •  The balance of the payments remaining under his agreement with ADC;
 
  •  A lump sum amount equal to $76,250, which is intended to recognize the approximate value of the welfare benefit plan continuation and perquisites continuation that would have been available to him; and
 
  •  Severance compensation under any severance plan or practice of ADC then in effect for similarly situated employees (if termination of the executive’s employment occurred after the 18-month anniversary of the merger).
 
In the case of Messrs. Hudzik and Panetta, in the event the merger is completed and within 18 months either executive is involuntarily terminated other than for cause (as such term is defined in the ADC letter agreement), subject to executing a release in favor of ADC, as reflected in the above table, he would be entitled to the following:
 
  •  The balance of the payments remaining under his agreement with ADC;
 
  •  A lump sum amount equal to $76,250, which is intended to recognize the approximate value of the welfare benefit plan continuation and perquisites continuation that would have been available to him;
 
  •  An amount equal to one month’s base salary multiplied by the number of months the executive worked for the combined company after the effective date of the merger up to his date of termination (if the executive’s termination occurred within one year after the effective date of the merger); and
 
  •  Severance compensation under any severance plan or practice of ADC then in effect for similarly situated employees (if the executive’s termination occurred more than one year after the effective date of the merger).
 
In addition to the amounts described above, Messrs. DeSana, Manka, Miller, Hudzik and Panetta would also be entitled to a “gross-up” payment in an amount to cover any “golden parachute” excise tax imposed on the executive officer under Section 4999 of the Internal Revenue Code and any federal, state and local income tax and excise tax imposed on that executive officer as a result of the receipt of the gross-up payment (but there shall be no “gross-up” payment by reason of any excise tax imposed on the executive officer by Section 409A of the Internal Revenue Code). Their agreements with ADC do not provide for a waiver of their rights to immediate and full vesting of long-term incentive and stock compensation upon a change in control, nor to full vesting under the Andrew Employee Retirement Benefits Restoration Plan.


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The closing of the merger will constitute a change in control under an agreement that Allen Telecom Inc. entered into with Terry N. Garner prior to the acquisition of Allen Telecom Inc. by Andrew. Under this agreement, if Mr. Garner’s employment is terminated by Andrew or ADC Andrew for other than cause or disability, or if Mr. Garner terminates his employment for good reason (as “cause,” “disability” and “good reason” are defined in the agreement), Mr. Garner will be entitled to the following payments and benefits:
 
  •  Base salary through the employment termination date, accrued vacation and all other amounts to which Mr. Garner is entitled under any compensation plan of Andrew or ADC Andrew;
 
  •  A lump sum cash payment equal to one times base salary as in effect as of the employment termination date or immediately prior to the change in control, whichever is greater (the “base severance payment”);
 
  •  A lump sum cash payment equal to the highest annual incentive compensation paid to Mr. Garner within the three years prior to his employment termination date (the “severance incentive payment”);
 
  •  An additional discretionary bonus payment if the board of directors, in its sole discretion, so determines;
 
  •  15% of the sum of the base severance payment and the severance incentive payment multiplied by the number of Mr. Garner’s aggregate completed years of full-time employment with Allen Telecom Inc., Andrew and ADC Andrew; and
 
  •  A lump sum cash settlement of all outstanding stock options issued to Mr. Garner, such cash payment being equal to the number of shares covered by such options multiplied by the excess over the option price of the greater of (i) the closing price of the applicable shares on or nearest the employment termination date or (ii) the highest price per share paid in connection with the merger.
 
In addition to the amounts described above, in the event the merger is completed and thereafter Mr. Garner’s employment is terminated by Andrew or ADC Andrew other than for cause, or is terminated by Mr. Garner for good reason, he would also be entitled to the following:
 
  •  Life, disability, accident and group health insurance benefits for a period of months following employment termination that is equal to the sum of (i) 12 and (ii) the product of 0.15 multiplied by (A) the number of Mr. Garner’s aggregate completed years of full-time employment with Allen Telecom Inc., Andrew and ADC Andrew as of his employment termination date multiplied by (B)  12, but in no event more than 36 months. Such insurance benefits shall be substantially similar to those that Mr. Garner was receiving immediately prior to the employment termination notice described in the agreement but shall be reduced to the extent comparable benefits are actually received by Mr. Garner from any other source.
 
  •  Payment of legal fees and expenses incurred by Mr. Garner as a result of his employment termination, including all such fees and expenses incurred in enforcing his agreement.
 
The foregoing severance payments and benefits shall be forfeitable and discontinued in the event that Mr. Garner engages in competitive activity during the one-year period following his employment termination date.
 
In the event that by reason of Section 280G of the Code, Mr. Garner’s payments and benefits received or to be received in connection with a change in control, such as the merger, or in connection with his employment termination under the foregoing agreement or any other plan, arrangement or agreement would not be deductible by the payor, the severance payments under the foregoing agreement shall be reduced until no portion of the payments are not deductible by reason of such Section 280G.
 
Employment decisions regarding the combined company post-merger have not yet been finalized, except that it has been determined that ADC’s Robert E. Switz will be the combined company’s President and Chief Executive Officer. It is possible that some or all of Andrew’s executive officers will be terminated in connection with the merger on terms that would entitle them to benefits under the change in control agreements as described above. Based on Andrew’s current calculations, if all of the executive officers were


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terminated under circumstances that would result in payment of the benefits under the change in control and retention agreements, the executive officers would be entitled to aggregate benefits as follows:
 
                         
    Cash Payments Under Change in Control Agreement  
    Payment without
    Estimated
       
Name of Executive
  Gross-Up     Gross-Up     Total  
 
Ralph E. Faison
  $ 6,259,833 (1)   $ 1,736,151     $ 7,995,984  
Justin Choi
    1,671,191 (2)     447,200       2,118,391  
John Dickson
    1,477,669 (3)     358,975       1,836,644  
John C. Huang
    1,963,408 (4)     465,115       2,428,523  
Marty R. Kittrell
    2,573,387 (5)     679,919       3,253,306  
James LePorte
    1,497,813 (6)     0       1,497,813  
Karen Quinn-Quintin
    1,801,534 (7)     428,538       2,230,072  
Daniel J. Hartnett
    457,462 (8)     0       457,462  
Fred H. Lietz
    514,055 (9)     0       514,055  
Mark A. Olson
    562,498 (10)     0       562,498  
James F. Petelle
    384,232 (11)     0       384,232  
 
 
(1) Payments equal to the sum of: (i) $4,273,425 (three times base salary and bonus), (ii) $842,023 (long-term incentive cash payment), (iii) $791,375 (guaranteed bonus), (iv) $170,510 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 36-month severance period), (v) $45,000 (perquisite cash payment), (vi) $112,500 (welfare benefit cash payment) and (vii) $25,000 (outplacement services).
 
(2) Payments equal to the sum of: (i) $1,211,250 (2.5 times base salary and bonus), (ii) $85,500 (long-term incentive cash payment), (iii) $199,500 (guaranteed bonus), (iv) $37,441 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 30-month severance period), (v) $37,500 (perquisite cash payment), (vi) $75,000 (welfare benefit cash payment) and (vii) $25,000 (outplacement services).
 
(3) Payments equal to the sum of: (i) $1,048,475 (2.5 times base salary and bonus), (ii) $88,812 (long-term incentive cash payment), (iii) $172,690 (guaranteed bonus), (iv) $30,192 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 30-month severance period), (v) $37,500 (perquisite cash payment), (vi) $75,000 (welfare benefit cash payment) and (vii) $25,000 (outplacement services).
 
(4) Payments equal to the sum of: (i) $1,434,584 (2.5 times base salary and bonus), (ii) $89,404 (long-term incentive cash payment), (iii) $254,534 (guaranteed bonus), (iv) $47,387 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 30-month severance period), (v) $37,500 (perquisite cash payment), (vi) $75,000 (welfare benefit cash payment) and (vii) $25,000 (outplacement services).
 
(5) Payments equal to the sum of: (i) $1,850,000 (2.5 times base salary and bonus), (ii) $180,000 (long-term incentive cash payment), (iii) $340,000 (guaranteed bonus), (iv) $65,887 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 30-month severance period), (v) $37,500 (perquisite cash payment), (vi) $75,000 (welfare benefit cash payment) and (vii) $25,000 (outplacement services).
 
(6) Payments equal to the sum of: (i) $1,083,750 (2.5 times base salary and bonus), (ii) $66,300 (long-term incentive cash payment), (iii) $178,500 (guaranteed bonus), (iv) $31,763 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 30-month severance period), (v) $37,500 (perquisite cash payment), (vi) $75,000 (welfare benefit cash payment) and (vii) $25,000 (outplacement services).
 
(7) Payments equal to the sum of: (i) $1,302,375 (2.5 times base salary and bonus), (ii) $90,210 (long-term incentive cash payment), (iii) $229,950 (guaranteed bonus), (iv) $41,499 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew


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Employee Benefit Restoration Plan during her 30-month severance period), (v) $37,500 (perquisite cash payment), (vi) $75,000 (welfare benefit cash payment) and (vii) $25,000 (outplacement services).
 
(8) Payments equal to the sum of: (i) $299,600 (one times base salary and bonus), (ii) $38,520 (long-term incentive cash payment), (iii) $85,600 (guaranteed bonus), (iv) $6,742 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 12-month severance period), (v) $2,000 (perquisite cash payment), and (vi) $25,000 (outplacement services).
 
(9) Payments equal to the sum of: (i) $321,000 (one times base salary and bonus), (ii) $51,360 (long-term incentive cash payment), (iii) $107,000 (guaranteed bonus), (iv) $7,695 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 12-month severance period), (v) $2,000 (perquisite cash payment), and (vi) $25,000 (outplacement services).
 
(10) Payments equal to the sum of: (i) $352,500 (one times base salary and bonus), (ii) $56,400 (long-term incentive cash payment), (iii) $117,500 (guaranteed bonus), (iv) $9,098 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 12-month severance period), (v) $2,000 (perquisite cash payment), and (vi) $25,000 (outplacement services).
 
(11) Payments equal to the sum of: (i) $253,120 (one times base salary and bonus), (ii) $27,120 (long-term incentive cash payment), (iii) $72,320 (guaranteed bonus), (iv) $4,672 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Benefit Restoration Plan during his 12-month severance period), (v) $2,000 (perquisite cash payment), and (vi) $25,000 (outplacement services).
 
In addition, ADC has extended employment offers to the following Andrew executive officers for either an indefinite, unspecified period or for a specified transition period following completion of the merger, as described below:
 
                     
        Annualized Rate of
       
Name of Executive
 
Retention Term
  Base Pay ($)     Retention Bonus  
 
Justin Choi
  2 mos.   $ 285,000     $ 47,500  
John E. DeSana
  Indefinite   $ 430,000       (1)
John Dickson
  3 mos.   $ 246,700     $ 61,675  
John C. Huang
  3 mos.   $ 319,300     $ 79,825  
Robert J. Hudzik
  Indefinite   $ 286,000       (1)
Marty R. Kittrell
  2 mos.   $ 400,000     $ 66,667  
James LePorte
  6 mos.   $ 255,000     $ 127,500  
Roger J. Manka
  Indefinite   $ 410,000       (1)
Carleton M. (Mickey) Miller
  Indefinite   $ 430,000       (1)
Jude T. Panetta
  Indefinite   $ 286,000       (1)
Karen Quinn-Quintin
  2 mos.   $ 291,000     $ 48,500  
Daniel J. Hartnett
  6 mos.   $ 214,000     $ 107,000  
Fred H. Lietz
  6 mos.   $ 214,000     $ 107,000  
Mark A. Olson
  6 mos.   $ 235,000     $ 117,500  
James F. Petelle
  6 mos.   $ 180,800     $ 90,400  
 
 
(1) See table above entitled “Cash Payments Under Retention Agreement.”
 
The letter agreements between ADC and each of Messrs. DeSana, Manka, Miller, Hudzik and Panetta also provide for each executive (A) a bonus of a specified amount reduced by any bonus paid or payable for that fiscal year (the specified amounts are $319,600 for Mr. DeSana, $208,579 for Mr. Hudzik, $293,250 for Mr. Manka, $319,600 for Mr. Miller, and $182,000 for Mr. Panetta), (B) annual incentive compensation under


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the ADC Management Incentive Plan, which provides a target opportunity of a specified percentage of salary paid during the fiscal year (the specified percentages are 85% for Mr. Manka, 70% for each of Messrs. DeSana and Miller, and 55% for each of Messrs. Hudzik and Panetta), (C) a grant of options to acquire common stock of ADC (60,000 options in the case of Messrs. DeSana, Manka and Miller, and 25,000 options in the case of Messrs. Hudzik and Panetta), and (D) a grant of ADC restricted stock units (30,000 restricted stock units in the case of Messrs. DeSana, Manka and Miller and 12,500 restricted stock units in the case of Messrs. Hudzik and Panetta). In each case, the effective date of the stock option and restricted stock unit grants will be the last business day of the month in which the executive’s employment with the combined company begins, and the terms of such grants will be governed by the plan documents, guidelines and practices of ADC’s Stock Program.
 
Subject to, and contingent on, the completion of the merger, ADC has offered to Mr. Faison a six-month consulting agreement to begin upon completion of the merger, which agreement could be extended beyond six months upon mutual agreement of the parties or terminated early by either party upon one month’s prior written notice to the other party. For his consulting services, Mr. Faison would be paid $100,000 per month. If ADC terminated Mr. Faison’s consulting agreement prior to the end of the initial six-month term, Mr. Faison would be entitled to payment of an amount equal to $100,000 multiplied by the number of months remaining under the agreement.
 
Other Change in Control Payments
 
Employee Retirement Benefit Restoration Plan.  Upon completion of the merger, any portion of a participant’s account under the Andrew Corporation Employee Retirement Benefit Restoration Plan that was not previously forfeited or vested will become fully vested and payable. The balance of such account will be credited from the beginning of the plan year in which the merger occurs through the effective date of the merger with earnings and losses at a rate equal to the weighted average rate of return achieved by the participant with respect to his or her accounts under the Andrew Profit Sharing Trust for the same period. Following the completion of the merger, each participant (or beneficiary thereof) in the plan will be entitled to a lump sum payment of his or her plan account as determined in accordance with the terms of the plan.
 
Performance Cash Agreement.  If the merger is completed prior to the end of the performance period applicable to performance cash awards granted under the Andrew Management Incentive Program, upon completion of the merger, all outstanding performance cash awards that were not previously forfeited or vested shall become fully vested and payable as if the performance goal established for such awards had been attained as of the merger effective date, and each grantee will be entitled to a lump sum payment of his or her performance cash awards as determined in accordance with the terms of the plan and the applicable award agreements.
 
Directors and Executive Officers Indemnification and Insurance.  The merger agreement provides that the surviving corporation in the merger will indemnify, and provide advance expenses to, each person who has been at any time on or before the date of the merger agreement, or who becomes before the completion of the merger, an officer, director or employee of Andrew or any of its subsidiaries against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Andrew or any of its subsidiaries, and pertaining to any matter existing or occurring, at or prior to the completion of the merger, whether asserted or claimed in connection with the approval of the merger agreement and the transactions contemplated thereby, to the same extent that such persons are indemnified or have the right to advancement of expenses as of the date of the merger agreement.
 
The merger agreement also provides that for six years after the completion of the merger, ADC will maintain directors’ and officers’ liability insurance for acts or omissions occurring at or prior to the completion of the merger, covering each person who was, as of the date of the merger agreement, covered by Andrew’s directors’ and officers’ liability insurance, on terms no less favorable than those in effect as of the date of the merger agreement. ADC’s obligation to provide this insurance coverage is subject to a cap of 250% of the


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amount of premiums paid by Andrew in its last full fiscal year for its existing insurance coverage. If ADC cannot maintain the existing or equivalent insurance coverage without exceeding the 250% cap, ADC is required to maintain only that amount of insurance coverage that can be obtained by paying an annual premium equal to the 250% cap.
 
Director Separation Agreement.  The Chairman of Andrew’s board of directors, Charles R. Nicholas, has an agreement with Andrew under which Mr. Nicholas will be entitled to a payment of $250,000 for each of the two years immediately following his retirement from the board.
 
Regulatory Approvals Required for the Merger
 
To consummate the merger, ADC and Andrew must make filings with and obtain approvals or clearances from antitrust regulatory authorities. Transactions such as the merger are subject to review by the Department of Justice and the Federal Trade Commission in the United States, by certain countries located in the European Union, and by other countries to determine whether they comply with applicable antitrust laws. Under the provisions of the HSR Act, the merger may not be consummated until the specified waiting period requirements of the HSR Act have been satisfied. On June 13, 2006, ADC and Andrew filed a Notification and Report Form pursuant to the HSR Act with the U.S. Department of Justice and the U.S. Federal Trade Commission. In the United States, ADC must also comply with applicable federal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of ADC Andrew common stock in the merger and the filing of this joint proxy statement/prospectus with the SEC.
 
Restrictions on Sales of Shares to be Received in the Merger
 
The issuance of shares of ADC Andrew common stock to be received by Andrew stockholders in the merger will be registered under the Securities Act and, except as described in this section, may be freely traded without restriction. ADC’s registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, does not cover the resale of shares of ADC Andrew common stock to be received in connection with the merger by persons who are deemed to be “affiliates” of Andrew on the date of the Andrew special meeting. The shares of ADC Andrew common stock to be issued in the merger and received by persons who are deemed to be “affiliates” of Andrew on the date of the Andrew special meeting of stockholders may be resold by them only in transactions permitted by the resale provisions of Rule 145 under the Securities Act or otherwise permitted under the Securities Act. Persons who are deemed to be “affiliates” of Andrew prior to the merger include individuals or entities that control, are controlled by, or are under common control with Andrew on the date of the Andrew special meeting, and may include officers and directors, as well as principal stockholders, of Andrew on the date of the Andrew special meeting. Affiliates of Andrew will be notified separately of their affiliate status.
 
Listing of ADC Andrew Common Stock
 
The shares of ADC Andrew common stock to be issued in the merger and the shares of ADC Andrew common stock to be reserved for issuance in connection with the outstanding Andrew options, warrants, and restricted stock units assumed by ADC Andrew in the merger and upon conversion of the Andrew notes are required to be approved for listing on the Nasdaq Global Market.
 
Dissenters’ or Appraisal Rights
 
Holders of ADC common stock are not entitled to dissenters’ rights under the Minnesota Business Corporations Act in connection with the issuance of ADC Andrew common stock in the merger. Holders of Andrew common stock are not entitled to appraisal rights under the Delaware General Corporation Law in connection with the merger.
 
Anticipated Accounting Treatment of the Merger
 
The merger will be accounted for using the purchase method of accounting pursuant to Statement of Financial Accounting Standards No. 141, Business Combinations. Under the purchase method of accounting,


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the total estimated purchase price is allocated to the net tangible and intangible assets of Andrew acquired in connection with the merger, based on their estimated fair values. These allocations will be based upon a valuation that has not yet been finalized.
 
ADC Andrew Board of Directors
 
The board of directors of ADC Andrew will initially consist of 12 members. ADC’s directors are currently divided into, and ADC Andrew’s directors will be divided into, three classes. The members of each class are elected to serve three-year terms, with the term of office of each class ending in successive years. In connection with the merger, four members of ADC’s board of directors (James C. Castle, Ph.D., John E. Rehfeld, Jean-Pierre Rosso and John D. Wunsch) will resign effective as of the effective time of the merger. The election of four members of the Andrew board of directors effective as of the effective time of the merger is an integral part of the merger. By approving ADC Proposal No. 1, and assuming the merger closes, ADC shareowners, will be electing the following four members of the Andrew board of directors to fill the vacancies on the ADC Andrew board created by the resignations of the departing ADC directors:
 
  •  Gerald A. Poch, for a term expiring at ADC Andrew’s 2008 annual meeting of shareowners;
 
  •  Anne F. Pollack, for a term expiring at ADC Andrew’s 2008 annual meeting of shareowners;
 
  •  Glen O. Toney, for a term expiring at ADC Andrew’s 2009 annual meeting of shareowners; and
 
  •  Andrea L. Zopp, for a term expiring at ADC Andrew’s 2009 annual meeting of shareowners.
 
Gerald A. Poch, age 59, has been a Managing Director of Pequot Capital Management, Inc. and Senior Managing Director of the Pequot Capital Management, Inc. venture and private equity funds since 1998. He was previously the Chairman, President and CEO of GE Capital Information Technology Solutions, a technology solutions provider, from 1996 to 1998. Prior to that, Mr. Poch was Co-Founder, Co-Chairman and Co-President of AmeriData Technologies, Inc., a value added reseller, systems integrator and consulting firm for computer hardware and software systems. Mr. Poch serves on the boards of directors of Analex Corp. and MTM Technologies, Inc., as well as numerous private companies. Funds managed by Pequot owned less than one percent of ADC’s outstanding common stock as of June 15, 2006.
 
Anne F. Pollack, age 50, was Senior Vice President and Chief Investment Officer of New York Life Insurance Company, from January 2002 to June 2006. In January 2001, she was named Senior Vice President and Deputy Chief Investment Officer of New York Life, while also Chief Investment Officer of New York Life International, a position she held since 1998. She joined New York Life in 1980 and has held a series of increasingly responsible positions in the investment and financial management divisions. She also serves on the Boards of the Community Preservation Corporation and Coro New York Leadership Center, as well as the Boards of several New York Life affiliates.
 
Glen O. Toney, age 67, retired in 2002 as Group Vice President, Corporate Affairs of Applied Materials, Inc., the leading worldwide supplier of semiconductor wafer fabrication equipment. Prior to that date, he was Group Vice President and Vice President, Global Human Resources since 1985. He first joined Applied Materials, Inc. in 1979. Dr. Toney serves on the boards of directors of Authernative, Inc. and Northern California Natural History Museum. Dr. Toney is also a member of the advisory board of the School of Engineering and Computer Science, the School of Natural Science and of the University President’s Advisory Board at California State University at Chico.
 
Andrea L. Zopp, age 49, was Senior Vice President and General Counsel of Sears Holdings Corporation from July 2003 to October 2005. Prior to joining Sears Holding, Ms. Zopp was Vice President and Deputy General Counsel of Sara Lee Corporation from January 2000 to July 2003. She was a partner at the law firm of Sonnenschein, Nath & Rosenthal from January 1997 to December 1999 and previously was a prosecutor with the Cook County State’s Attorney Office, serving as First Deputy States Attorney from April 1991 to November 1996. Ms. Zopp serves as a Trustee of the National Urban League, the Chicago Area Project and the Heartland Alliance.


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The four Andrew directors will join eight members of ADC’s board of directors to form ADC Andrew’s board of directors. The eight continuing directors are:
 
  •  John A. Blanchard III, age 63, serving a term expiring at ADC Andrew’s 2009 annual meeting of shareowners;
 
  •  John J. Boyle III, age 59, serving a term expiring at ADC Andrew’s 2007 annual meeting of shareowners;
 
  •  Mickey P. Foret, age 60, serving a term expiring at ADC Andrew’s 2008 annual meeting of shareowners;
 
  •  J. Kevin Gilligan, age 51, serving a term expiring at ADC Andrew’s 2008 annual meeting of shareowners;
 
  •  Lois M. Martin, age 43, serving a term expiring at ADC Andrew’s 2009 annual meeting of shareowners;
 
  •  William R. Spivey, Ph.D., age 59, serving a term expiring at ADC Andrew’s 2007 annual meeting of shareowners;
 
  •  Robert E. Switz, age 59, serving a term expiring at ADC Andrew’s 2007 annual meeting of shareowners; and
 
  •  Larry W. Wangberg, age 64, serving a term expiring at ADC Andrew’s 2007 annual meeting of shareowners.
 
For information regarding the members of the ADC board of directors who will continue as directors of ADC Andrew, please see the proxy statement for ADC’s Annual Shareowner Meeting held on March 7, 2006. Please see the section entitled “Where You Can Find More Information” of this joint proxy statement/prospectus for information about how to obtain a copy of ADC’s proxy statement for the 2006 Annual Shareowner Meeting.


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THE MERGER AGREEMENT
 
The following is a summary of the material terms of the merger agreement. This summary does not purport to describe all of the terms of the merger agreement and is qualified by reference to the complete merger agreement which is included as Annex A to this joint proxy statement/prospectus and incorporated by reference herein. All shareholders of Andrew and ADC are urged to read the entire merger agreement carefully.
 
The merger agreement has been included to provide shareholders with information regarding its terms and we recommend that shareholders read the entire merger agreement carefully. Except for its status as the contractual document that establishes and governs the legal relations among the parties with respect to the merger, ADC and Andrew do not intend for its text to be a source of factual, business or operational information about ADC or Andrew. That kind of information can be found elsewhere in this joint proxy statement/prospectus and in the documents incorporated herein by reference. The merger agreement contains representations and warranties of the parties as of specific dates and may have been used for the purposes of allocating risk between the parties other than establishing matters as facts. Those representations and warranties are qualified in several important respects, which you should consider as you read them in the merger agreement, including contractual standards of materiality that may be different from what may be viewed as material to shareholders. Except for the parties themselves, under the terms of the merger agreement only certain other specifically identified persons are third party beneficiaries of the merger agreement who may enforce it and rely on its terms. Except for Andrew stockholders, who are third party beneficiaries of Article II only of the merger agreement regarding the exchange of shares in the merger, as shareholders, you are not third party beneficiaries of the merger agreement and therefore may not directly enforce or rely upon its terms and conditions. You should not rely on its representations, warranties or covenants as characterizations of the actual state of facts or condition of ADC, Andrew or any of their respective affiliates. Information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement and subsequently developed or new information qualifying a representation or warranty may have been included in this proxy statement/prospectus.
 
General
 
Under the merger agreement, Hazeltine Merger Sub, Inc., a wholly owned subsidiary of ADC, will merge with and into Andrew, with Andrew continuing as the surviving corporation. As a result of the merger, Andrew will become a wholly owned subsidiary of ADC.
 
Consideration to Be Received in the Merger
 
The merger agreement provides that, at the completion of the merger, each share of Andrew common stock issued and outstanding immediately prior to the completion of the merger, but excluding shares of Andrew common stock held in the treasury of Andrew, will be converted into the right to receive 0.57 shares of ADC Andrew common stock. The merger agreement provides that this exchange ratio shall be adjusted in the event of certain changes to the capital stock of either Andrew or ADC prior to the merger, such as stock splits, reorganizations, reclassifications and other similar changes. After the merger, ADC shareowners will continue to hold the shares of ADC common stock that they own immediately before the merger. See “— Treatment of Stock Options and Restricted Stock Units” in this section for a description of the treatment of stock options to purchase Andrew common stock, shares of Andrew common stock issued with restrictions or limitations on transfer and restricted stock units of Andrew issued under the Andrew stock plans.
 
Exchange of Shares in the Merger
 
Before the closing of the merger, ADC will engage Computershare to act as exchange agent and to handle the exchange of shares of Andrew common stock for shares of ADC Andrew common stock, which will be issued in uncertificated book entry form. Promptly after the closing of the merger, the exchange agent will send a letter of transmittal to each former Andrew stockholder explaining the procedure for surrendering shares of Andrew common stock in exchange for ADC Andrew shares, which will be issued in uncertificated


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book entry form, representing the number of shares of ADC Andrew common stock into which the shares of Andrew common stock were converted in the merger.
 
After the completion of the merger, each certificate that previously represented shares of Andrew common stock will only represent the right to receive the shares of ADC Andrew common stock into which those shares of Andrew common stock have been converted and any cash in lieu of fractional ADC Andrew shares. In addition, after the completion of the merger, Andrew will not register any transfers of the shares of Andrew common stock. ADC shareowners need not exchange their stock certificates in connection with the merger.
 
Fractional Shares
 
No fractional shares of ADC Andrew common stock will be issued in the merger. Instead, the exchange agent will pay each of those stockholders who would have otherwise been entitled to a fractional share of ADC Andrew common stock an amount in cash determined by multiplying the fractional share interest by the average closing price, as reported on the Nasdaq Global Market, of one share of ADC common stock for the ten most recent trading days preceding the date of completion of the merger.
 
Listing of Common Stock of ADC Andrew
 
ADC has agreed to use all reasonable best efforts to cause the shares of ADC Andrew common stock to be issued in the merger and the shares of ADC Andrew common stock to be reserved for issuance with respect to stock options and restricted stock units issued under the Andrew stock plans, upon exercise of the Andrew warrant and upon conversion of the Andrew notes to be authorized for listing on the Nasdaq Global Market, subject to official notice of issuance, in connection with the completion of the merger.
 
Treatment of Stock Options and Restricted Stock Units
 
Each outstanding and unexercised option to purchase shares of Andrew common stock granted under the Andrew stock plans will be assumed by ADC and converted into an option to purchase shares of common stock of ADC Andrew, with the number of shares of common stock of ADC Andrew underlying the new option equaling the number of shares of Andrew common stock for which the corresponding Andrew option was exercisable, multiplied by the exchange ratio (rounded down to the nearest whole share). The per share exercise price of each new option will equal the exercise price of the corresponding Andrew option divided by the exchange ratio (rounded up to the nearest cent). Pursuant to the terms of the Andrew stock plans, each outstanding and unexercised option to purchase shares of Andrew common stock granted under the Andrew stock plans will become fully vested and exercisable upon consummation of the merger.
 
Each of the restricted stock units granted under the Andrew stock plans will be converted into the right to receive the number of shares of ADC Andrew common stock equaling the number of shares of Andrew common stock relating to a restricted stock unit immediately prior to the effective time of the merger multiplied by the exchange ratio (rounded down to the nearest whole share). Pursuant to the terms of the Andrew stock plans, at the effective time of the merger, restricted stock units granted under the Andrew stock plans will vest and all restrictions on the Andrew restricted stock units will lapse.
 
Treatment of Andrew Common Stock Issued Under Andrew Employee Stock Purchase Plan
 
Andrew has terminated its employee stock purchase plan. Each share of Andrew common stock issued under the Andrew employee stock purchase plan with restrictions or limitations on transfer will be converted into 0.57 shares of ADC Andrew common stock. At the effective time of the merger, all restrictions on Andrew common stock issued pursuant to the Andrew employee stock purchase plan shall lapse.
 
Treatment of Andrew Warrant and Andrew Notes
 
At the effective time, the warrant, dated January 16, 2004, to purchase 1,000,000 shares of Andrew common stock, issued by Andrew initially to True Position Inc., which we refer to as the Andrew warrant, will be converted into a right to purchase the number of shares of ADC Andrew common stock equaling the


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number of shares of Andrew common stock that were issuable upon exercise of the Andrew warrant multiplied by the exchange ratio (rounded down to the nearest whole share). The per share exercise price for the shares of ADC Andrew common stock issuable upon exercise of the Andrew warrant will equal the exercise price per share of the warrant divided by the exchange ratio (rounded up to the nearest cent).
 
At the effective time, all of the issued and outstanding 31/4% convertible subordinated notes due 2013 issued by Andrew, which we refer to as the Andrew notes, will continue to have and be subject to, the same terms and conditions set forth in the indenture governing the Andrew notes except that the notes will no longer be convertible into Andrew common stock and will become convertible into a number of shares of ADC Andrew common stock equaling (i) the number of shares of Andrew common stock into which the Andrew notes were convertible immediately prior to the effective time of the merger, multiplied by (ii) the exchange ratio (rounded down to the nearest whole share). See “The Merger — Conditions to Completion of the Merger” for a discussion regarding the amendment of the indenture to which the Andrew notes are subject.
 
Covenants
 
Each of Andrew and ADC has undertaken certain covenants in the merger agreement restricting the conduct of its respective business between the date the merger agreement was signed and the completion of the merger. Some of these covenants are complicated and not easily summarized. You are urged to read carefully the section of the merger agreement entitled “Conduct of Business.” The following summarizes the more significant of these covenants:
 
Conduct of Business
 
Except as expressly required by, or provided for, in the merger agreement, or agreed to by the other party in writing, each of ADC, Andrew and each of their respective subsidiaries is required to carry on its business in the ordinary course, consistent with past practice and use commercially reasonable efforts to (i) preserve its current business organization, (ii) keep available the services of its current officers and key employees and (iii) preserve its relationships with its customers, suppliers and other persons with which it has significant business relations.
 
Required Consent
 
Without the prior written consent of the other party, and with certain exceptions and subject to certain conditions described in the merger agreement (which exceptions and conditions apply to certain but not all of the following items), none of ADC, Andrew or any of their respective subsidiaries may take any of the following actions or authorize, commit or agree to take any of the following actions:
 
  •  Declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock;
 
  •  Split, combine or reclassify any of its capital stock or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;
 
  •  Purchase, redeem or acquire any shares of its capital stock or any other of its securities or any rights, warrants or options to acquire any such shares or other securities;
 
  •  Issue, grant, sell, deliver, pledge or otherwise encumber or subject to any lien, any shares of capital stock or other voting securities or any rights, warrants or options, warrants or convertible notes, to acquire such shares or securities, other than (A) the issuance of common stock or options upon the exercise of Andrew or ADC options or the Andrew warrant, or conversion of the Andrew notes or the ADC notes, (B) the issuance by a wholly-owned subsidiary of ADC or Andrew, as applicable, of capital stock to such subsidiary’s parent company or (C) the issuance of common stock, options to purchase common stock or restricted stock units in the ordinary course of business to participants in employee stock purchase plans;
 
  •  Amend its certificate of incorporation or by-laws;


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  •  Acquire, or agree to acquire, by merging or consolidating with, or by purchasing any equity interest or a security convertible into or exchangeable for any equity interest in or a portion of the assets of, any person or business which is not an affiliate and that would be material to the acquiror other than acquisitions permitted by the merger agreement;
 
  •  Sell, pledge, dispose of, transfer, lease, license or otherwise encumber any property or assets, except certain sales in the ordinary course of business consistent with past practice;
 
  •  Make any loans, advances or capital contributions to, or investments in, any person or entity other than certain transactions permitted by the merger agreement;
 
  •  Borrow money or issue any debt securities or assume, guarantee, endorse or become responsible for the debt obligations of any person or entity, other than in the ordinary course of business;
 
  •  Draw on existing credit facilities, other than in the ordinary course of business;
 
  •  Pay, discharge, settle or satisfy any material claim, action or proceeding, except settlements in the ordinary course of business or for which reserves have been established as of the date of the merger agreement;
 
  •  Make any material tax election, except in the ordinary course of business;
 
  •  Increase in any manner the compensation or fringe benefits of (or enter into any commitment to pay any pension or benefit to), or pay any bonus to, any of its officers, directors or employees, except pursuant to existing commitments;
 
  •  Enter into any collective bargaining agreement;
 
  •  Commit itself to, or enter into, any employment agreement with its chief executive officer, any executive who directly reports to its chief executive officer or any executive who reports to a direct report of its chief executive officer;
 
  •  Adopt any new benefit, compensation stock option plan, or amend, supplement or accelerate any existing benefit, stock option or compensation plan, except pursuant to existing commitments or as required by applicable laws;
 
  •  Change accounting methods, principles or practices unless required by GAAP or any applicable laws with the concurrence of its independent auditors;
 
  •  Enter into, modify or amend in any material respect, or terminate, waive, release or assign any material benefit or claim under, any material joint venture, strategic partnership, alliance, license or sublicense or other material contract, except for certain transactions permitted by the merger agreement;
 
  •  Enter into any new material line of business;
 
  •  Subject itself to any material non-compete or other similar restriction on the conduct of its business that would be binding on its business following completion of the merger; or
 
  •  Make or agree to make any new capital expenditures, other than certain expenditures set forth in the merger agreement.
 
No Solicitation
 
Each of Andrew and ADC has agreed that, except in certain circumstances, Andrew and ADC and their respective subsidiaries will not, nor will either company authorize or permit any of its officers, directors, employees, financial advisors, attorneys, accountants or other representatives to, take any of the following actions:
 
  •  Solicit, initiate, encourage or take any other action intended to facilitate, induce or encourage any inquiries or the making, submission or announcement of any proposal or offer that constitutes, or could reasonably be expected to lead to, a proposed “alternative transaction” (as defined below);


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  •  Participate in any discussions or negotiations regarding, or furnish any information with respect to, a proposed alternative transaction;
 
  •  Approve, endorse or recommend any alternative transaction; or
 
  •  Enter into any letter of intent, agreement or commitment contemplating or otherwise relating to any proposed alternative transaction.
 
The merger agreement also provides that each party will as promptly as practicable advise the other of the status and terms of any alternative transaction proposal or any inquiry or request for information relating to any alternative transaction proposal and the status and terms of any such discussions or negotiations. Each of Andrew and ADC shall also notify the other of any meeting of the board of directors of such party at which any alternative transaction proposal is reasonably likely to be considered.
 
An “alternative transaction” includes, with respect to any party, with certain exceptions, any liquidation or dissolution of such party, or any transaction or series of related transactions with one or more third parties involving any one or more of the following:
 
  •  Any purchase from such party or acquisition by any person or entity or “group” of more than 20% of the total outstanding voting securities of such party;
 
  •  Any tender offer or exchange offer that, if consummated, would result in any person, entity or group beneficially owning 20% or more of the total outstanding voting securities of such party;
 
  •  Any merger, consolidation, business combination or similar transaction involving such party, as a whole; or
 
  •  Any sale, lease, exchange, transfer, license, acquisition or disposition of more than 20% of the assets of such party, including equity securities of any subsidiary of such party, on a consolidated basis.
 
Each of Andrew and ADC, in response to an unsolicited, bona fide proposal for an alternative transaction that is determined in accordance with the merger agreement by such party’s board of directors to constitute a “superior proposal” (as defined below), may (i) furnish its nonpublic information to a person proposing such superior proposal and (ii) participate in discussions or negotiations with such person regarding such superior proposal if all of the following conditions are met:
 
  •  Such party’s board of directors has determined in good faith, after consultation with outside legal counsel, that failure to take such action is reasonably likely to result in a breach of its fiduciary obligations;
 
  •  Such party has given the other party three business days’ prior written notice of its intentions to engage in negotiations and of the identity or the person, entity or group making such superior proposal and the material terms and conditions of such superior proposal;
 
  •  Such party has not breached in any material respect the provisions in the merger agreement prohibiting solicitation of competing bids;
 
  •  Before furnishing nonpublic information to the person proposing the superior proposal, such party enters into a confidentiality agreement with the person proposing the superior proposal; and
 
  •  Such party provides a copy of any materials provided to the person proposing the superior proposal to the counterparty to the merger agreement.
 
A “superior proposal,” with respect to a party, means any unsolicited, bona fide written proposal made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination:
 
  •  (i) 50% or more of the assets of such party on a consolidated basis or (ii) 50% or more of the outstanding voting securities of such party and as a result of which the shareholders of such party immediately preceding such transaction would hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction; and


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  •  On terms that such party’s board of directors has in good faith, following consultation with outside legal and financial advisors, and after taking into account all of the terms and conditions of such proposal and the merger agreement (including any proposal by either party to amend the terms of the merger agreement), determined (i) to be more favorable to its shareholders (in their capacities as shareholders) and (ii) to be reasonably capable of being consummated on the terms proposed, taking into account all other legal, financial, regulatory and other aspects of such proposed alternative transaction and the person proposing such alternative transaction.
 
In response to the receipt of an unsolicited proposed alternative transaction that is determined to be a superior proposal, the board of directors of the party receiving such proposal may withhold, withdraw, amend or modify its recommendation in favor of, in the case of Andrew, of the merger agreement and, in the case of ADC, the shares to be issued by ADC Andrew in the merger and, in the case of a tender or exchange offer made directly to shareholders, may recommend that the shareholders accept the tender or exchange offer, which we refer to as a “change of recommendation” if such party’s board of directors believes in good faith, after consultation with outside legal counsel that, in light of such superior proposal, failure to change its recommendation is reasonably likely to result in a breach of its fiduciary obligations.
 
A party effecting a change in recommendation must:
 
  •  Provide the other party three business days’ prior written notice (i) expressly stating such party’s intent to effect a change of recommendation and (ii) describing any modifications to the material terms and conditions of the superior proposal and the identity of the person, entity or group making the superior proposal from the description in the notice provided to the other party upon receipt of the superior proposal;
 
  •  Make available to the other party a copy of any materials made available to the person or entity proposing the superior proposal; and
 
  •  During such three-day period, if requested by the other party, engage in good faith negotiations to amend the merger agreement in such a manner that the alternative transaction proposal is no longer a superior proposal.
 
In addition to the circumstances described above in which ADC or Andrew may effect a change of recommendation, ADC or Andrew may effect a change of recommendation if (a) a material adverse change, as defined in the merger agreement, relating to Andrew or ADC, as the case may be, occurs or (b) any other event occurs which ADC’s or Andrew’s board of directors believes in the good faith, after consultation with outside legal counsel, that, in light of such event, failure to effect a change in recommendation would violate its fiduciary obligations.
 
No alternative transaction or change of recommendation will limit or otherwise affect the obligation of ADC or Andrew to convene their special meetings in connection with the merger that is the subject of this joint proxy statement/prospectus and neither ADC nor Andrew shall submit to the vote of its respective shareholders any alternative transaction, whether or not a superior proposal has been received by it, or propose to do so at any such special meeting.
 
Expenses
 
Subject to limited exceptions, all fees and expenses incurred in connection with the merger agreement will be paid by the party incurring such expenses. However, ADC and Andrew will share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing by the parties of the premerger notification and report forms relating to the merger under the HSR Act and any foreign antitrust or competition laws.