CommScope enters Into merger agreement with the Carlyle Group

Thursday, 28 October, 2010

CommScope, a global leader in infrastructure solutions for communications networks, has entered into a definitive merger agreement with global alternative asset manager The Carlyle Group, in a transaction valued at approximately $3.9 billion that will result in CommScope becoming a private company. The transaction is expected to close in the first quarter of 2011.

Under the terms of the merger agreement, Carlyle will acquire all of the outstanding shares of CommScope common stock for $31.50 per share in cash. This represents a premium of approximately 36% over CommScope’s closing stock price on 22 October 2010, the last trading day prior to CommScope’s 25 October press release announcing a potential transaction between the parties, and a premium of approximately 39% over the average closing share price of CommScope’s common stock for the 30 days ended 22 October 2010.

“We are proud to enter into this agreement with Carlyle and believe this transaction is in the best interest of CommScope and our stockholders,” said Frank Drendel, chairman of the board and chief executive officer, CommScope. “After careful and thorough analysis, together with our independent advisors, our board of directors unanimously approved this transaction with Carlyle, which has a strong reputation and global network, and a proven record of success in acquiring and guiding companies like CommScope. Further, we are pleased that this transaction appropriately recognises the value of CommScope’s customer relationships, technology and solutions, financial management and global market position, while providing our stockholders with a significant cash premium for their investment.”

Customers in Australia include Santos and the Queen Elizabeth Hospital in South Australia.

The transaction is subject to the approval of CommScope’s stockholders, regulatory approvals and other customary closing conditions.

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