Andrew to acquire Allen in $500 million deal

Andrew Corporation, a maker of telecommunications cable and antennas, has signed a definitive agreement to acquire Allen Telecom in a stock-for-stock transaction valued at approximately $500 million.

Under terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Allen shareholders will receive 1.775 shares of newly-issued Andrew stock for each Allen share that they currently own. Based on Andrew’s closing price of $9.01 per share on February 14, 2003, the consideration represents a 21% premium over Allen’s share price on the same day.

Following completion of the transaction, on a fully diluted basis, excluding Allen preferred stock, Andrew shareholders will own approximately 64% and Allen shareholders will own approximately 36%.

The combined company will have nearly 7,000 employees, pro forma annual revenues of approximately $1.3 billion, and annual R&D spending of $90 million.

Completion of the transaction, which is expected to occur in the first half of 2003, is subject to approval of shareholders of both companies, expiration of the applicable waiting period under the US Hart-Scott-Rodino Act and other customary closing conditions.

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