Filed by Allen Telecom Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Allen Telecom Inc.
Commission File No. 1-06016
This document is being filed pursuant to Rule 425 under the Securities
Act of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
The following press release was issued on May 5, 2003, announcing
Andrew Corporation and Allen Telecom Inc.'s early termination of the
Hart-Scott-Rodino waiting period.
Andrew Corporation
Contact:
Chuck Nicholas
708-873-2740
Allen Telecom
Contacts:
Dianne McCormick
216-765-5855
Robert Youdelman
216-765-5820
ANDREW CORPORATION AND ALLEN TELECOM INC. ANNOUNCE
HART-SCOTT-RODINO CLEARANCE
ORLAND PARK, IL, and BEACHWOOD, OH, May 5, 2003--Andrew Corporation (NASDAQ:
ANDW) and Allen Telecom Inc. (NYSE: ALN) today reported that the re-filed
application for Andrew Corporation's proposed acquisition of Allen Telecom Inc.
has received an early termination of the Hart-Scott-Rodino waiting period.
The Hart-Scott-Rodino Antitrust Improvements (HSR) Act of 1976 requires that
parties to certain mergers and acquisitions file notification with federal
antitrust authorities and obtain clearance prior to consummation. The statute
imposes a waiting period during which time the government reviews competitive
aspects of the transaction. The Department of Justice and Federal Trade
Commission, who administer the HSR Act, have terminated the HSR waiting period.
The termination was granted without any conditions.
"We are pleased that the government authorities have granted an early
termination of the waiting period. This milestone brings us one step closer to
providing customers and stockholders with the product and financial benefits of
our combined companies," said Ralph Faison, President and CEO of Andrew
Corporation.
About Andrew Corporation
Andrew Corporation (http://www.andrew.com) is a global leader in the design,
manufacture and supply of communications equipment and systems. Andrew provides
proven solutions for wireless, fixed-line and satellite broadband service
providers and broadcasters throughout the world. Andrew is an S&P 500 company
listed on the Nasdaq National Market System(R) under the symbol: ANDW.
About Allen Telecom Inc.
Allen Telecom Inc. (http://www.allentele.com) is a leading supplier of wireless
equipment to 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 indoor and outdoor
repeaters, in-building multi-band optical repeater systems and other products
that enhance both the coverage and the 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 that cover all of
the traditional wireless networks and third generation (3G) air interfaces.
Grayson Wireless supplies network-based wireless caller geolocation systems for
E911 and value added services, as well as measurement and signal processing
systems for testing the performance of a wireless network. Comsearch offers
program management, network planning, engineering, development and installation
of wireless networks worldwide.
Additional Information and where to find it
On March 31, 2003, Andrew filed a registration statement on Form S-4 with the
SEC in connection with the transaction containing a preliminary joint proxy
statement/prospectus regarding the transaction. Investors and security holders
of Andrew and Allen are urged to read the preliminary joint proxy
statement/prospectus filed with the SEC on March 31, 2003, the definitive joint
proxy statement/prospectus (when it is available) and any other relevant
materials filed by Andrew or Allen with the SEC because they contain, or will
contain important information about Andrew, Allen and the transaction. The
definitive joint proxy statement/prospectus will be sent to the security holders
of Andrew and Allen seeking their approval of the proposed transaction.
Investors and security holders may obtain a free copy of the preliminary joint
proxy statement/prospectus filed with the SEC on March 31, 2003 and the
definitive joint proxy statement/prospectus (when it is available) as well as
other documents filed by Andrew and Allen with the SEC at the SEC's web site at
www.sec.gov. A free copy of the preliminary joint proxy statement/prospectus and
such other documents may also be obtained from Andrew or Allen. Andrew and its
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of Andrew and Allen in favor of
the transaction. Information regarding the interests of Andrew's officers and
directors in the transaction is included in the preliminary joint proxy
statement/prospectus filed with the SEC on March 31, 2003 and will be included
in the definitive joint proxy statement/prospectus when it becomes available.
Allen and its executive officers and directors may be deemed to be participants
in the solicitation of proxies from the stockholders of Andrew and Allen in
favor of the transaction. Information regarding the interests of Allen's
officers and directors in the transaction is included in the preliminary joint
proxy statement/prospectus filed with the SEC on March 31, 2003 and will be
included in the definitive joint proxy statement/prospectus when it becomes
available.
Forward Looking Statements
Some of the statements in this news release are forward-looking statements and
we caution our stockholders and others that these statements involve certain
risks and uncertainties. Factors that may cause actual results to differ from
expected results include Andrew Corporation's ability to consummate and
integrate its acquisition of Allen Telecom and to realize the synergies and cost
savings anticipated from this transaction, the effects of competitive products
and pricing, economic and political conditions that may impact customers'
ability to fund purchases of our products and services, the company's ability to
achieve the costs savings anticipated from cost reduction programs, fluctuations
in international exchange rates, the timing of cash payments and receipts, end
use demands for wireless communication services, and other business factors.
Investors should also review other risks and uncertainties discussed in company
documents filed with the Securities and Exchange Commission.