Merging Letter

0020-EX-AU-2008 Text Documents

Andrew Corporation

2008-02-29ELS_88407

dsoSignai" ASC Signal Coporation To: Whom it May Concern From: Aaron Malachi Mixon, IV, Director & Secretary, ASC Signal Corporation Date: 5—Feb—08 Re: ASC Signal Corporation Purchase of Andrew SatCom business This letter is to acknowledge that the PURCHASE AND SALE AGREEMENT dated November 5, 2007, as amended, by and among ASC Signal Corporation (the "Purchaser") and Andrew Corporation, Andrew Canada Inc., Andrew Limited, Andrew Holdings (Germany) GmbH, (the "Sellers"), for the sale of the assets of the Sellers‘ business of designing, developing, manufacturing, marketing and selling terrestrial satellite antennas and related active electronic subsystems was completed on January 31, 2008. Please see the attached press releases for details of the sale and contact information for the two companies should you require any further information. We look forward to continuing our relationship with your organization as ASC Signal Corporation. Sincerely, [ars MtC Aaron Malachi Mixon, IV Director & Secretary ASC Signal Corporation 620 North Gresnfield Porkway * Gamer, North Carolina 275296947 USA « Direct +1 (919} 329—8700 »Fox +1 (919) 329—8701 + www.asesignal.com

FOR IMMEDIATE RELEASE Andrew Satellite Communications Group becomes ASC Signal Corporation GARNER, NC, January 31, 2008 — Today the former Andrew Satellite Communications Group, a global leader in communications ground equipment and solutions, has become ASC Signal Corporation. Resilience Capital Partners (Resilience), a Cleveland, Ohio based private equity firm, has concluded its purchase of the Andrew Satellite Communications Group from Andrew Corporation, a subsidiary of CommScope, Inc. "Our new company claims a proud heritage of accomplishments as the former Andrew Satellite Communications Group," said Jude Panetta, CEO, ASC Signal Corporation. "Our focus is to build on these cornerstones and become a company that is more agile, entrepreneurial and customer driven—and with Resilience Capital Partners‘ strong financial support and synergies we will continue to be a leading competitive force in the industry." The new company will continue operations from its current major facilities located in the United States, Canada, United Kingdom, Germany and select regional locations around the globe. Andrew will continue to own a minority share of the new company and provide certain transition support services to the new company. "We view ASC Signal as an important player in the communications marketplace and are excited about the company‘s future," said Bassem Mansour, managing partner of Resilience Capital Partners. "This transaction marks an exciting new beginning for the employees, customers and vendors of ASC Signal. We look forward to providing support and guidance and, through Resilience‘s extensive corporate resources, we plan to grow their existing business in all market segments." For more information, search the web at: www.ascsignal.com or contact: Bassem Mansour, Resilience Capital Partners +1 216—292—4748 620 Nortth Greenfield Parkway *« Garmer, Narth Coroline 275296947 USA «* Direat +1 1919} 3298700 +Fox +1 (919} 3298701 * veewascsignal.com

ASC Signal Corporation About ASC Signal Corporation Formerly Andrew Sateltite Communications, ASC Signal is a leading giobal manufacturer of antennas and RF electronics for enterprise and consumer satellite communication applications. ASC Signal designed and built products cover C, Ku, K, X, and the emerging Ka band frequency platforms. The extensive range of products include type approved earth station antenna hubs and gateways for broadband and broadcast; complete VSAT Outdoor Units (antennas, transceiver electronics and installation mounts) for consumer broadband and enterprise networks providing the ‘last mile" connectivity to customers for virtual private networks, Internet access and rural telecommunications; vehicle mounted communications— on—the—pause antenna solutions for disaster management and oil/gas exploration; tactical MilSatCom, Air Traffic Control and Weather Radar, HF and troposcatter antenna systems for government and defense applications; and DTH antennas and electronics for home satellite television entertainment systems. In addition to hardware, ASC Signal provides solutions—based services such as turn—key system design, engineering, installation test and maintenance, product integration and program management. We also offer a variety of value—added services such as RF testing, custom fabrication, build—to—print capabilities, supply chain management and logistics. About Resilience Capital Partners Resilience Capital Partners is a private equity firm, with offices in Cleveland, Ohio and Detroit, Michigan, focused on investing in underperforming, turnaround situations and non—core divisions of larger corporations. Resilience‘s investment strategy is to acquire middle—market companies that have solid fundamental business prospects, but have suffered from a cyclical industry downturn, are under—capitalized, or have less than adequate management resources. Resilience typically acquires companies with revenues of $25 million to $250 million. Since its inception in 2001, Resilience has acquired 15 companies with combined revenues in excess of $1 billion. wl ittCn Lo /d wacus merciesed mm 670 Natth Greenfield Parkway « Gamer, North Caroling 2752986947 USA «* Drect +1 {919} 3298700 _ifox +1 (919} 3298701 * swascsignal.com

l ' Andrew Corporation 3 Westbrook Corporate Center A"DREM Suite 900 Westchester, IL USA 60154 Phone: +1 (708) 236—6600 Fax: +1 (708) 492—38908 www.andrew.com To: Whom it May Concern From: Daniel J. Hartnett, Vice President, Andrew Corporation Date: February 5, 2008 Re: ASC Signal Corporation Purchase of Andrew SatCom Business This letter is to confirm that the sale of the assets related to Andrew‘s business of designing, developing, manufacturing, marketing and selling terrestrial satellite antennas and related active electronic subsystems, pursuant to that certain PURCHASE AND SALE AGREEMENT, dated November 5, 2007, as amended, by and among ASC Signal Corporation (the "Purchaser") and Andrew Corporation, Andrew Canada Inc., Andrew Limited, Andrew Holdings (Germany) GmbH, (the "Sellers"), was completed on January 31, 2008. Sincerely, ‘ Daniel J. Hartnett

Andrew Press Release Page 1 of 2 News Re ease Amorew A Commbeope Ceaspory Andrew Wirsless Solutions « www.oandrew.com Andrew Completes Sale of Satellite Communications Business to Resilience Capital Partners HICKORY, NC, January 31, 2008—Andrew Corporation, the CommScope, Inc. subsidiary that is a global leader in communications systems and products, has completed the sale of its Satellite Cormmunications business to Resilience Capital Partners, a Cleveland, Ohio—based private equity firm. The former Andrew Satellite Communications business will be operated as a newly—formed, independent company called ASC Signal Corporation. The new company will continue operations from its current major facilities in the United States, Canada, the United Kingdom, Germany and select regional locations around the globe. Its headquarters will be in Garner, North Carolina. In addition, Andrew will own a minority 17.9 percent share of ASC Signal and provide certain transition support services to the new company. "We are excited and optimistic about the future of ASC Signal under the new Resilience ownership," said Bassem Mansour, managing partner, Resilience Capital Partners. "From the onset, the transition will appear seamless and should minimize any risk of disruption to customers, suppliers and our employees." At closing, Andrew received $8.5 million in cash and a $2.5 million note from ASC Signal that will mature in 39 months. In addition, Andrew expects to receive an additional $2.5 million note upon completion of certain manufacturing asset transfers to an ASC Signal facility. The company also may receive up to an additional $25 million in cash after three years, based upon ASC Signal‘s achievement of certain financial targets. ASC Signal Corporation is a leading global manufacturer of antennas and radio frequency electronics for enterprise and consumer satellite communication applications. ASC Signal designs and builds products that cover C, Ku, K, X, and the emerging Ka band frequency platforms. The extensive range of products include type—approved earth station antenna hubs and gateways for broadband and broadcast; complete VSAT outdoor units (antennas, transceiver electronics and installation mounts) for consumer broadband and enterprise networks providing the "last mile" connectivity to customers for virtual private networks, internet access and rural telecommunications; vehicle mounted communications—on— the—pause antenna solutions for disaster management and oil/gas exploration; tactical MilSatCom, air traffic control and weather radar, high frequency and troposcatter antenna systems for government and defense applications; direct—to—home antennas and electronics for home satellite television entertainment systems; and complete installation, testing, and value—added services. About Resilience Capital Partners Resilience Capital Partners is a private equity firm, with offices in Cleveland, Ohio and Detroit, Michigan, focused on investing in underperforming, turnaround situations and non—core divisions of http://www.andrew.com/pressroom/pressreleases/English/Print.aspx?pid=5248 2/5/2008

Andrew Press Release Page 2 of 2 larger corporations. Resilience‘s investment strategy is to acquire middle—market companies that have solid fundamental business prospects, but have suffered from acyclical industry downturn, are under— capitalized, or have less than adequate management resources. Resilience typically acquires companies with revenues of $25 million to $250 million. Since its inception in 2001, Resilience has acquired 15 companies with combined revenues in excess of $1 billion. News Media Contact: Bassem Mansour, Resilience Capital Partners +1 216—292—4748 Rick Aspan, CommScope +1 708—236—6568 or publicrelations@andrew.com Investor Contact: Phil Armstrong, CommScope +1 8$28—323—4848 The statements in this press release that use such words as "expect", "should", believe", "may", "intend" and similar expression are intended to identify forward looking statements. These forward looking statements are based on information currently available to management and management‘s beliefs, as well as on a number of assumptions concerning future events. Forward—looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause the actual results to differ materially from those currently expected, including the ability of ASC Signal to repay its notes when due and its ability to achieve the financial targets necessary for Andrew to earn additional cash payments. For a more detailed description of the factors that could cause such a difference, please see CommScope‘s filings with the Securities and Exchange Commission. In providing forward—looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise. About CommScope CommScope, Inc. (NYSE: CTV — www.commscope.com) is a world leader in infrastructure solutions for communication networks. Through its Andrew Wireless Solutions® brand, it is a global leader in radio frequency subsystem solutionsfor wireless networks. Through its SYSTIMAX® Solutions"*" and Uniprise® Solutions brands, CommScope is the global leader in structured cabling systemsfor business enterprise applications. It is also the premier manufacturer ofcoaxial cable for broadband cable television networks and one ofthe leading North American providers ofenvironmentally secure cabinetsfor DSL and FTTN applications. Backed by strong research and development, CommScope combines technical expertise andproprietary technology with global manufacturing capability to provide customers with infrastructure solutions for evolving global communications networks in more than 130 countries around the world. http://www.andrew.com/pressroom/pressreleases/English/Print.aspx?pid=5248 2/5/2008


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Document Modified: 2019-05-07 18:41:29
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