e425
Filed by ADC Telecommunications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Andrew Corporation
Commission File No. 333-135424
The following material was presented to employees of ADC Telecommunications, Inc. to update them about the merger of ADC and Andrew Corporation.
Chinese, German and Spanish translations of this material will be available within the coming
week. To access translated materials, visit the ADC Andrew Integration Community on Broadway and
click on the appropriate document.
Übersetzungen dieser Unterlagen ins Chinesische, Deutsche und Spanische werden innerhalb der
nächsten Woche zur Verfügung stehen. Übersetzungen können über ,,ADC Andrew Integration Community
auf Broadway durch Anklicken der entsprechenden Unterlagen aufgerufen werden.
La semana entrante habrá disponibles traducciones al chino, alemán y español de este material. Para
tener acceso al material traducido, visite la ADC Andrew Integration Community (Comunidad para la
integración de ADC Andrew) en Broadway y haga clic en el documento apropiado.
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DATE:
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August 2, 2006 |
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TO:
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All ADC Employees |
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FROM:
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Laura Owen Chief Integration Officer |
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SUBJECT:
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ADC Andrew Integration Bulletin |
Introduction
Its been two weeks since our first ADC Andrew Integration Bulletin and, as promised, I would
like to provide you with an update on progress being made toward successful close of the proposed
combination of ADC and Andrew.
Today, I am encouraged to report that integration teams are working toward an effective combination
for Day One, which we define as the day the deal between ADC and Andrew closes. As the proposed
deal close approaches (anticipated in the September to October timeframe, pending shareowner
approval), these teams are driving clarity between both companies to drive aggressive deadlines to
create speed to value. Teams, which today include a total of 96 sub-teams, are mobilized to achieve
the combinations value and are making steady progress.
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Status Report
This section includes updates on events or decisions that have been made since July 19 (ADC
Andrew Integration Bulletin #1):
First, I would like to share that we have developed a shareowner website at
www.adcandrewmerger.com. This site provides combination-related information needed for our
shareowners to make an informed decision. We have also launched a website that integration team
members from both ADC and Andrew can use to efficiently maintain their documentation and
communicate with others who are directly involved in the integration planning process.
Week of July 24 28: Momentum is quickly being built as the ADC Andrew Core Integration Team
charters are defined and approved. The goal of chartering is to ensure that each integration team
clearly defines and understands its objectives, and that the objectives of all teams will
comprehensively and efficiently enable us to plan for a successful integration. Additionally, we
are identifying all critical Day One imperatives, as well as defining decision-making processes,
so we can accelerate key decisions and recommendations.
July 27 ADC and Andrew Senior Executive Team Review Session takes place. Discussion topics
included a status update on ADC Andrew integration planning and core team progress. The executive
team reviewed and refined recommendations from the core team pertaining to Day One imperatives
and key decision-making processes. The executive team also reconfirmed its commitment in providing
all employees with reporting structures on Day One.
Questions
Questions received from employees through the Ask.ADC e-mail box will be shared with you in
these bulletins. I encourage you to utilize this avenue to surface any questions you may have or
contact a Core Team member or your manager. The integration teams are focused on getting you the
answers you are interested in as quickly as is feasible, so take the time to ask us questions.
Question: When will the ADC shareowners vote on the Andrew deal?
Answer: ADC stockowners will vote at a shareowner meeting on a yet to be determined date. Once a
date is determined and approved, we will communicate it to you in this bulletin.
Question: How do we plan to integrate the two companies SAP systems?
Answer: A critical decision like this requires careful study, which is what the I.T. Applications
team, one of our many integration teams, is currently working on. This team, which is led by ADCs
Helen Ray and Andrews Jim Stevenson, is responsible for providing an SAP recommendation to the ADC
Andrew Senior Executive Team for approval. The recommendation will consider current system
functionality and future system capabilities that are needed to support the vision of our combined
company.
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Currently, team members are considering numerous integration options, some of which may include:
(1) creating a new version of the system and migrating data from both companies into it; (2)
migrating Andrews data into ADCs system; or (3) migrating ADCs data into Andrews system.
In the end, the team is working vigorously to ensure that on Day One, ADC Andrew can operate with
no disruption in its networks, telecommunications, and business and engineering applications.
Compared against previous business dealings, ADCs and Andrews SAP systems are fairly similar.
Both of us use the same SAP release level, 4.6c, and each system is fairly sophisticated, easing
system integration post-close.
More
information: Log on to ADC Andrew Integration
Community on Broadway. Click HERE or access
via Broadway/Hot Items/ADC Andrew Integration Community. On this site you will find: communication
materials; Q&As; integration team member list and executive sponsors; and related information. We
encourage you to check this site often for updates. If you are a MANAGER, please share this site
with your employees.
What Can You Do?
I highly encourage you to remain focused on our business and flexible in your everyday
business activities. I realize change has become a way of life at ADC, driven by our industry and
the marketplace which is facing consolidations, technology issues and customer demands. At work,
at home and in our world, change and evolution is always constant. Whether welcome or not, it
provides us with opportunities to define our jobs, lives and relationships in new and creative
ways. Through these bulletins, I would like to provide you with some strategies to help you
effectively manage change.
Strategies for Coping with Change
As stated above, change is a natural part of life. We may not have control over every change we
experience, but we can find positive ways to face them. Please read some suggestions to help you
manage change effectively:
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Tell yourself the truth: Regardless of the ADC Andrew combination, change is always
present at ADC and at any company that successfully competes in a rapidly changing
marketplace. |
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Reach out to others: Talk to your manager or your H.R. Business Partner with concerns
you may have. If you are uncomfortable discussing your concerns with them, feel free to
contact LifeWorks (see below). |
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Stay focused: We must deliver on our commitments to our customer. They expect and
demand results. |
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Be patient: Integration implementation activities will take time and effort on
everyones part. |
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Let go of the past: ADC must change rapidly if we are to succeed in the rapidly
changing marketplace. Respect for the past is fine, but it must not get in the way of
changes we need to make today. Flexibility is critical in this time of change. |
Were better, Connected!
If you are having a difficult time in coping with changes at the workplace, rest assured, you
do not have to go through this alone. ADCs employee assistance program (LifeWorks) can help.
Accessing help is free, easy, convenient and
confidential. In just minutes, trained advisors can start getting you professional assistance.
For more information contact LifeWorks at a number listed below.
U.S.: 1.888.456.1324 (Toll-free)
International: 1.800.7466.3344
Online: www.lifeworks.com (User ID: adct and password: 9600)
Closing Remarks
I am extremely pleased that both ADC and Andrew have assigned some very strong leaders to the
integration project. It is an absolute pleasure to work with these excellent leaders on this very
key effort. I am very confident we can do an outstanding job with the overall integration of these
two excellent companies.
For those of you who are directly supporting the integration effort, thanks for all your effort to
date. You are definitely making progress. For those of you who are less directly supporting the
integration effort, I encourage you to stay focused on your objectives. Nothing is more important
than maintaining our focus in fully supporting our customers. We all play an important role in
ADCs overall success. Thank you in advance for your continued commitment and support.
Cautionary Statement under the Private Securities Litigation Reform Act of 1995
This presentation contains statements regarding the proposed transaction between ADC and Andrew,
the expected timetable for completing the transaction, future financial and operating results,
benefits and synergies of the proposed transaction and other statements about the future
expectations, beliefs, goals, plans or prospects of the management of each of ADC and Andrew.
These statements are based on current expectations, estimates, forecasts and projections and
management assumptions about the future performance of each of ADC and Andrew and the combined
company, as well as the businesses and markets in which they do and are expected to operate. These
statements constitute forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Words such as expects, believes, estimates, anticipates,
targets, goals, projects, intends, plans, seeks, and variations of such words and
similar expressions are intended to identify such forward-looking statements which are not
statements of historical fact. These forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions that are difficult to assess.
Actual outcomes and results may differ materially from what is expressed or forecasted in such
forward-looking statements. Factors that may cause actual outcomes to differ from what is expressed
or forecasted in these forward-looking statements, include, among other things: the ability to
consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for
the proposed transaction; difficulties and delays in achieving synergies and cost savings;
potential difficulties in meeting conditions set forth in the definitive merger agreement;
fluctuations in the telecommunications market; the pricing, cost and other risks inherent in
long-term sales agreements; exposure to the credit risk of customers; reliance on contract
manufacturers and other vendors to provide goods and services needed to operate the businesses of
ADC and Andrew; fluctuations in commodity prices; the social, political and economic risks of the
respective global operations of ADC and Andrew; the costs and risks associated with pension and
postretirement benefit obligations; the complexity of products sold; changes to existing
regulations or technical standards; existing and future litigation; difficulties and costs in
protecting intellectual property rights and exposure to infringement claims by others; and
compliance with environmental, health and safety laws. For a more complete list and description of
such risks and uncertainties, refer to ADCs Registration Statement on Form S-4 filed with the
United States Securities and Exchange Commission (the SEC) on June 29, 2006 and Annual Report on
Form 10-K for the year ended October 31, 2005 and Andrews Annual Report on Form 10-K for the year
ended September 30, 2005 as well as other filings made by ADC and Andrew with the SEC. Except as
required under the US federal securities laws and the rules and regulations of the SEC, ADC and
Andrew disclaim any intention or obligation to update any forward-looking statements after the
distribution of this document, whether as a result of new information, future events, developments,
changes in assumptions or otherwise.
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Additional Information and Where to Find It
ADC HAS FILED A REGISTRATION STATEMENT ON FORM S-4 (REGISTRATION NO. 333-135424) IN CONNECTION WITH
ITS PROPOSED BUSINESS COMBINATION WITH ANDREW CORPORATION. SHAREHOLDERS OF ADC AND ANDREW ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS THAT FORMS A
PART OF THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (WHEN IT
BECOMES AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS OF ADC
AND ANDREW ARE ALSO ENCOURAGED TO READ ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy statement/prospectus
will be mailed to shareholders of ADC and stockholders of Andrew. Investors and security holders
will be able to obtain the documents free of charge at the SECs web site, www.sec.gov. Investors
and security holders may also obtain the documents free of charge from Investor Relations at ADC by
writing Investor Relations, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, Minnesota
55440-1101; or calling 952-917-0991; or at
www.adc.com/investorrelations/financialinformation/secfilings/. Investors and security holders may
also obtain the documents free of charge from Investor Relations at Andrew by writing Investor
Relations, Andrew Corporation, 3 Westbrook Corporate Center, Suite 900, Westchester, Illinois
60154; or calling 800-232-6767; or at www.andrew.com/investors/sec
Participants in Solicitation
ADC, Andrew and their respective directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies in respect of the
merger. Information concerning ADCs participants is set forth in the proxy statement dated,
January 24, 2006, for ADCs 2006 annual meeting of shareholders as filed with the SEC on Schedule
14A. Information concerning Andrews participants is set forth in the proxy statement, dated
December 30, 2005, for Andrews 2006 annual meeting of stockholders as filed with the SEC on
Schedule 14A. Additional information regarding the interests of participants of ADC and Andrew in
the solicitation of proxies in respect of the merger will be included in the registration statement
and joint proxy statement/prospectus filed with the SEC (registration no. 333-135424).
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