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Tyco Electronics to Acquire ADC, Creating a World Leader in Broadband Connectivity

Jul 16, 2010

Tyco Electronics (NYSE: TEL) and ADC (Nasdaq: ADCT) announced today a definitive agreement under which Tyco Electronics will acquire ADC for $12.75 per share in cash, or an enterprise value of approximately $1.25 billion. The transaction is expected to be accretive by approximately $0.14 per share in the first full year after closing excluding acquisition-related costs. It will position Tyco Electronics' Network Solutions segment as a leading global provider of broadband connectivity products to carrier and enterprise networks around the world.

Tom Lynch, Chief Executive Officer of Tyco Electronics, said, "This is a very exciting time for our company and ADC is a great fit as we continue to execute our strategy to create strong leadership positions in all of our connectivity businesses. Consumers and enterprises want access to high-speed video and data wherever they are, on whatever devices they are using -- from smart phones to HD and 3-D televisions to computers with advanced video-conferencing capabilities. The combination of ADC and Tyco Electronics creates an industry leader, with the scope and geographic scale to help customers deliver needed capacity, from the core of the network all the way to the end user."

Robert E. Switz, Chairman, President and CEO of ADC, said, "ADC has a strong heritage of providing innovative wired and wireless solutions that have enabled the expansion of advanced broadband networks worldwide. As part of Tyco Electronics, our organization's ability to serve the world's leading telecommunications services providers and enterprises will be strengthened significantly. I have great respect for Tyco Electronics and know that they share our commitment to meeting customers' changing next generation network needs."

The combined organization will offer a complete product portfolio across every major geographic market. It will also add ADC's Distributed Antenna System (DAS) products, which will expand Tyco Electronics' wireless connectivity portfolio to provide greater mobile coverage and capacity solutions to carrier and enterprise customers as demand for mobile data continues to expand. Additionally, Tyco Electronics will add ADC's professional services organization in the US to its business.

"We expect ADC to be accretive to our earnings in the first year and to reach our target operating margin of 15 percent in the third year after the acquisition," said Lynch.

The transaction is structured as a tender offer to be followed as soon as possible by a merger. The transaction is subject to customary closing conditions, including the tender of a majority of ADC shares and regulatory approvals, and is expected to close in the fourth calendar quarter 2010.

In conjunction with today's announcement, Tyco Electronics reported preliminary results for the fiscal third quarter ended June 25, 2010. The company reported sales of $3.1 billion, an increase of 23 percent over the prior year quarter and up 4 percent sequentially. GAAP EPS were $0.72 in the quarter which included $0.02 per share of income related to other items net of restructuring charges. Adjusted EPS were $0.70 in the quarter. The company's book-to-bill ratio was 1.06 for the quarter and 1.08 excluding Subsea Communications. The company will report complete results and provide further details on its fiscal third quarter before trading begins on July 22, 2010.

CONFERENCE CALL AND WEBCAST

  • The company will hold a conference call for investors today beginning at 11 a.m. EDT.

  • Internet users will be able to access the company's webcast, including slide materials, at the "Investors" section of Tyco Electronics' website: http://investors.tycoelectronics.com.

  • For both "listen-only" telephone participants and those participants who wish to take part in the question-and-answer portion of the call, the dial-in number in the United States is (800) 398-9386. The telephone dial-in number for participants outside the United States is (612) 332-0342.

  • An audio replay of the conference call will be available beginning at 1:00 p.m. on July 13, 2010 and ending at 11:59 p.m. on July 23, 2010. The dial-in number for participants in the United States is (800) 475-6701. For participants outside the United States, the replay dial-in number is (320) 365-3844. The replay access code for all callers is 164749.

ABOUT TYCO ELECTRONICS

Tyco Electronics Ltd. is a leading global provider of engineered electronic components, network solutions, specialty products and subsea telecommunication systems, with fiscal 2009 sales of US$10.3 billion to customers in more than 150 countries. We design, manufacture and market products for customers in a broad array of industries including automotive; data communication systems and consumer electronics; telecommunications; aerospace, defense and marine; medical; energy; and lighting. With approximately 7,000 engineers and worldwide manufacturing, sales and customer service capabilities, Tyco Electronics' commitment is our customers' advantage. More information on Tyco Electronics can be found at http://www.tycoelectronics.com/.

ABOUT ADC

ADC provides the connections for wireline, wireless, cable, broadcast, and enterprise networks around the world. ADC's innovative network infrastructure equipment and professional services enable high-speed Internet, data, video, and voice services to residential, business and mobile subscribers. ADC (Nasdaq: ADCT) has sales into more than 130 countries. Learn more about ADC at http://www.adc.com.

Jan 18, 2011 -

Tyco Electronics (TE) Launches New Corporate Responsibility Program and Report

Dec 09, 2010 -

Tyco Electronics Completes Acquisition of ADC

Dec 03, 2010 -

Tyco Electronics Plans Name Change to TE Connectivity Ltd.

Oct 30, 2010 -

Tyco Electronics Reports Strong Fiscal Fourth Quarter and Full Year 2010 Results

Sep 02, 2010 -

Tyco Electronics to Present at the Citi Global Technology Conference

Aug 28, 2010 -

Tyco Electronics Announces Record and Payment Dates for Fiscal 2010 Fourth Quarter Dividend of $0.16

Aug 24, 2010 -

Tyco Electronics Extends Tender Offer for ADC

Jun 30, 2010 -

Tyco Electronics to Report Fiscal Third Quarter Results on July 22, 2010

May 11, 2010 -

Tyco Electronics Announces Record and Payment Dates for Fiscal 2010 Third Quarter Dividend of $0.16

Apr 23, 2010 -

Tyco Electronics Donates US$150,000 (1 Million RMB) to China Earthquake Relief Effort

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