LONDON Wireline communications infrastructure supplier ADC Telecommunications Inc. has offered $2 billion to acquire Andrew Corporation in an all share deal that will bolster ADC’s position in the wireless sector.
Combined annual sales for the group will be about $3.3 billion, and the companies say they can achieve pre-tax earnings synergies of between $70 million and $80 million by the third year if the deal goes through.
ADC will own 56 percent of the combined group, with Andrew shareholders getting 0.57 shares of ADC for each of their shares.
The deal has been approved by the boards of directors of both companies, who say in a statement Wenesday (May 31) that the deal would “build upon the complementary strengths of each company to create significant growth opportunities and global economies of scale to expand earnings.” Andrew would operate as a fully owned subsidiary.
Both companies have significant sales in Europe, with Andrew being particularly active amongst the continent’s mobile phone and wireless broadband network suppliers.
The wireless infrastructure specialist has been acquisitive in the past year, having bought U.K. company Precision Antennas for £26 million last month and German satellite antenna maker Skyware Radio Systems GmbH late last year.
It has also inked a patent licensing deal with Qualcomm Inc. for the development of picocells and has signed a deal with Chinese group ZTE to make 3G gear for the Chinese TD-SCDMA standard.
Last month, Andrew posted a sharp decline in fiscal second-quarter profits with weaker than expected demand from wireless operators.
“With accelerating globalization and consolidation among telecommunications service providers and communications equipment suppliers, now is the right time for ADC and Andrew to join forces and grow value as a world leader in network infrastructure solutions,” said Ralph Faison, president and CEO of Andrew.
Faison will serve as a consultant to the combined company to facilitate an efficient transition, and the combined group’s president and CEO will be Robert Switz, currently holding the same roles at ADC.
The combined group has sales in more than 140 countries comprised of approximately 23 percent to wireline customers, 44 percent to wireless customers, and 24 percent to original equipment manufacturers (OEM).
About 29 percent of sales are in Europe, 53 percent in North America, 11 percent in Asia-Pacific and 7 percent in Latin America.
Of the 22,000 employees, just over a third are in the U.S. or Canada, with 22 percent in Europe, Middle East and Africa, a quarter in Asia-Pacific and 16 percent in Latin America. Together, the companies have R&D or manufacturing facilities in 35 countries.
The deal is subject to customary regulatory and governmental reviews in several countries and is expected to be completed in four to six months.