CommScope Completes US$2.65 Billion Acquisition of Andrew

HICKORY, North Carolina, December 27 /PRNewswire/ --

CommScope, Inc. (NYSE: CTV) today announced that it has completed its
acquisition of Andrew Corporation (Nasdaq: ANDW) for a total purchase price
of approximately US$2.65 billion. As of today, Andrew will become a
wholly-owned subsidiary of CommScope.

"We are delighted with the closing of the Andrew transaction, which marks
a new chapter in the history of our company," said Frank M. Drendel, chairman
and chief executive officer of CommScope.  "We believe this combination will
further enhance CommScope's position as a worldwide leader in 'last mile'
solutions. Combining our innovative technologies, premier brands and a
top-tier customer base, we expect to expand our global service model and
create an enhanced offering of communications infrastructure solutions that
addresses a broader spectrum of customer needs.  With this acquisition, we
are advancing CommScope's stated global 'last mile' strategy while creating
important cost reduction and growth opportunities that we believe will drive
increased shareholder value.

"We look forward to working with Andrew's talented team to quickly and
smoothly integrate their operations into CommScope.  As we continue to invest
in the combined business for profitable growth, the talented and dedicated
employees of both Andrew and CommScope will continue to play a critical role
in the success of the combined company. CommScope is a proven and successful
integrator of strategic transactions and we expect to begin realizing the
benefits of this combination immediately and enjoy them fully over the next
few years," added Mr. Drendel.

Andrew stockholders will receive, for each Andrew share, US$13.50 in cash
and 0.031543 shares of CommScope common stock.  This fractional share of
CommScope common stock was calculated according to the terms of the merger
agreement by dividing US$1.50 by US$47.554, which was the volume weighted
average of the closing sale prices for a share of CommScope common stock over
the ten consecutive trading days ending on December 24, 2007.

Financing and Interest Rate Swap

CommScope funded the transaction through a combination of senior secured
credit facilities and available cash on hand.  The US$2.5 billion senior
secured credit facilities consist of a US$1.35 billion seven-year senior
secured term loan facility with an interest rate of LIBOR plus 250 basis
points, a US$750 million six-year senior secured term loan facility with an
initial interest rate of LIBOR plus 225 basis points and a US$400 million
six-year senior secured revolving credit facility with an initial interest
rate of LIBOR plus 225 basis points.  These debt commitments provide for a
weighted average initial, variable interest rate of LIBOR plus approximately
241 basis points on the senior secured term loans.  At closing, no funds had
been borrowed from the revolving credit facility.

CommScope also announced that it has entered into an interest rate swap
in order to fix the LIBOR interest rate for an initial US$1.5 billion of the
overall credit facility.  Through this swap CommScope fixed the following
amounts at a LIBOR rate of 4.07750%:

US$1.5 billion from December 27, 2007 through December 31, 2008
     US$1.3 billion from January 1, 2009 through December 31, 2009
     US$1.0 billion from January 2, 2010 through December 31, 2010
     US$400 million from January 1, 2011 through December 31, 2011

Advisors

Banc of America Securities LLC acted as financial advisor to CommScope
in connection with this acquisition and Duff & Phelps LLC provided a fairness
opinion to CommScope.  Fried, Frank, Harris, Shriver & Jacobson LLP, Baker &
McKenzie LLP and Robinson, Bradshaw & Hinson, P.A. acted as CommScope's
outside legal counsel.  Citi acted as the primary financial advisor to Andrew,
and Merrill Lynch provided a fairness opinion.  Mayer Brown LLP acted as
Andrew's primary outside legal counsel. Banc of America Securities LLC and
Wachovia Capital Markets, LLC acted as Joint Lead Arrangers and Joint
Bookrunners in connection with the credit facilities.

About CommScope

CommScope, Inc. (NYSE: CTV - www.commscope.com) is a world leader in
infrastructure solutions for communication networks.  Through its Andrew
Wireless Solutions(R) brand, it is a global leader in radio frequency
subsystem solutions for wireless networks. Through its SYSTIMAX(R)
Solutions(TM) and Uniprise(R) Solutions brands CommScope is the global leader
in structured cabling systems for business enterprise applications. It is
also the premier manufacturer of coaxial cable for broadband cable television
networks and one of the leading North American providers of environmentally
secure cabinets for DSL and FTTN applications.

Backed by strong research and development, CommScope combines technical
expertise and proprietary technology with global manufacturing capability to
provide customers with infrastructure solutions for evolving global
communications networks in more than 130 countries around the world.

Forward-Looking Statements

This document contains forward-looking statements regarding, among other
things, the business combination between CommScope and Andrew and the
anticipated consequences and benefits of such transaction, and other
financial and operational items relating to CommScope and Andrew. Statements
made in the future tense, and statements using words such as "intend,"
"goal," "estimate," "expect," "expectations," "project," "projections,"
"plans," "anticipates," "believe," "think," "confident" and "scheduled" and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements are not a guarantee of performance and are subject
to a number of risks and uncertainties, many of which are difficult to
predict and are beyond the control of CommScope. These risks and
uncertainties could cause actual results to differ materially from those
expressed in or implied by the forward-looking statements, and therefore
should be carefully considered. Relevant risks and uncertainties relating to
the proposed transaction include, but are not limited to: the anticipated
benefits and synergies of the proposed transaction may not be realized as
quickly as anticipated or at all; the integration of Andrew's operations with
CommScope could be materially delayed or may be more costly or difficult than
expected; legal proceedings may be commenced by or against CommScope or
Andrew. For a more complete description of factors that could cause such a
difference, as well as risk and uncertainties generally applicable to
CommScope and Andrew, please see CommScope's filings with the Securities and
Exchange Commission (SEC), which are available on CommScope's website or at
www.sec.gov, and Andrew's filings with the SEC, which are available on
Andrew's website or at www.sec.gov. In providing forward-looking statements,
neither CommScope nor Andrew intends, and neither undertakes any duty or
obligation, to update these statements as a result of new information, future
events or otherwise.

Web site:  http://www.commscope.com