Global News

March 3, 2003
Andrew to acquire Allen Telecom

UNITED STATES -- Andrew Corp. and Allen Telecom Inc. have recently signed a definitive agreement under which Andrew will acquire the latter in a stock-to-stock transaction valued at approximately $500 million. This combination establishes Andrew as the pre-eminent global wireless infrastructure subsystems supplier with capabilities to provide total customer solutions, including virtually the entire base station RF footprint.

Founded in 1937, Andrew Corp., is a leading global supplier of communications systems equipment, solutions and services. Its major markets are wireless communications -- including cellular, personal communications services and land mobile radio -- broadcasting, government, and broadband wireless and fixed telecommunications networks. An S&P 500 company, its common stock trades on the NASDAQ under the symbol: ANDW. It has over 5,000 dedicated employees spread across the globe over 70 locations providing support to all of its customers.

Andrew's advantage is the premium products backed by a team of professionals dedicated to excellence. Its "Flash" trademark can be seen in every corner of the world -- on broadcasting towers and microwave antennas, HELIAX and RADIAX cables, communications and computer networking equipment. A benchmark of quality, Andrew's mark is a symbol of commitment to customer satisfaction. It has good relationships with every major global OEM and operator, a product portfolio of unrivaled breadth, and local sales, manufacturing, and distribution presence in every major region of the world. In addition, it supports CDMA, TDMA and GSM standards, as well as the emerging 3G technologies.

Allen Telecom Inc. is a leading supplier of wireless equipment for the global telecommunications infrastructure market. FOREM supplies sophisticated filters, duplexers, combiners, amplifiers and microwave radios to an array of OEM customers. MIKOM focuses on providing repeaters, in-building systems and other products that enhance the coverage and capacity of a wireless system. Tekmar Sistemi provides integrated low power fiber-optic and cable distributed antenna systems for indoor coverage systems. Decibel Products and Antenna Specialists manufacture land-based and mobile antennas in frequency bands covering all of the traditional wireless networks. Grayson Wireless supplies measurement and signal processing systems for testing the performance of a wireless network, network-based wireless caller geo-location systems for E911 and value-added services. Comsearch offers program management, network planning, engineering development and installation of wireless networks worldwide.

The combined company will be the number one global supplier of coaxial cables, RF power amplifiers, terrestrial microwave antennas, network geo-location solutions and repeaters and in-building systems; and the number two global merchant provider of filters and base station antennas. Further, it will deliver an integrated offering of active components -- filters and RF power amplifiers -- to better meet the evolving performance and cost-efficiency requirements of customers. Andrew is now uniquely positioned in the telecom industry to generate accelerated near term growth from its expanded presence in these key market segments and capture a greater portion of the $20 billion wireless infrastructure subsystems market.

Following completion of the transaction, the combined company will have nearly 7,000 employees, pro forma annual revenues of approximately $1.3 billion, and an annual R&D spending of $90 million. It will also have a strong balance sheet and enhanced financial flexibility.

Ralph Faison, CEO and president of Andrew, said: "This is a landmark transaction that fundamentally redefines the dynamics of our industry. It extends Andrew's leadership in the wireless infrastructure subsystems market and positions us to lead the industry through its consolidation phase. The addition of Allen's strong presence in the attractive areas of filters, base station antennas, in-building systems and geo-location also diversifies and expands our product offerings, opening up new revenue streams and enabling us to provide customers with the most comprehensive product portfolio in the industry. We will also benefit greatly from the insights and experience of the talented Allen professionals joining our team."

Robert G. Paul, President and CEO of Allen, said: "The strategic vision of this transaction is compelling. By joining forces with Andrew, we will gain access to new customers, who will benefit from our ability to offer them the most comprehensive solutions in the industry. Our shareholders receive a premium over the current value of their shares and the opportunity to benefit from the considerable upside we see for the combined company by virtue of their continuing investment."

Contact:
Andrew Corp.

Tel: +1-212-521-4800
Web: www.andrew.com

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