Filed by Allen Telecom Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Allen Telecom Inc.
Commission File No. 001-06016
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.
On June 11, 2003, Andrew Corporation and Allen Telecom Inc. issued a joint
press release. The text of the joint press release follows.
Andrew Corporation
Contact:
Chuck Nicholas
708-873-2740
Allen Telecom
Contacts:
Dianne McCormick Robert Youdelman
216-765-5855 216-765-5820
ANDREW CORPORATION AND ALLEN TELECOM INC. ANNOUNCE
REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE SEC
Stockholders of Both Companies to Vote on Andrew's Pending
Acquisition of Allen Telecom on July 15, 2003
ORLAND PARK, IL, and BEACHWOOD, OH, June 11, 2003--Andrew Corporation (NASDAQ:
ANDW) and Allen Telecom Inc. (NYSE: ALN) today reported that the Form S-4
Registration Statement filed by Andrew Corporation with the Securities and
Exchange Commission in connection with their pending stockholder meetings and
merger transaction is effective. The Registration Statement contains the joint
proxy statement/prospectus relating to the proposed acquisition of Allen Telecom
Inc. by Andrew Corporation.
The prospectus and proxy statement mailings will commence on or about June 12,
2003 to stockholders of record as of May 27, 2003. The special meeting of Andrew
stockholders to vote on the merger will be held at 10:00 a.m. CDT on July 15,
2003 at Andrew Corporation, 10500 W. 153rd Street, Orland Park, IL 60462. The
special meeting of Allen stockholders to vote on the merger will be held at
10:00 a.m. EDT on July 15, 2003 at Signature Square Amphitheatre, Lower Level,
Signature Square II, 25101 Chagrin Blvd., Beachwood, OH 44122.
"We have now received all approvals necessary to proceed with our proposed
acquisition of Allen Telecom, including required domestic and international
antitrust clearance. We are very pleased that the merger, first announced
February 18, 2003, is proceeding in a timely manner," said Ralph Faison,
President and CEO of Andrew Corporation.
"We look forward to mailing the proxy statement to stockholders and moving one
step closer to providing customers and stockholders with the product and
financial benefits of our combined companies," said Robert G. Paul, President
and CEO of Allen Telecom, Inc.
The definitive proxy statement/prospectus is available at no expense to all
stockholders of Andrew Corporation and Allen Telecom Inc. The joint proxy
statement/prospectus can be accessed online at the Securities and Exchange
Commission's Web site at: http://www.sec.gov/Archives/edgar/data/317093/
000104746903020898/0001047469-03-020898-index.htm.
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 June 10, 2003, Andrew filed a registration statement on Form S-4 with the SEC
in connection with the transaction containing a definitive joint proxy
statement/prospectus regarding the transaction. Investors and security holders
of Andrew and Allen are urged to read the definitive joint proxy
statement/prospectus filed with the SEC on June 10, 2003 and any other relevant
materials filed by Andrew or Allen with the SEC because they contain important
information about Andrew, Allen and the transaction. The definitive joint proxy
statement/prospectus will be sent to Andrew and Allen security holders of record
as of May 27, 2003 on or about June 12, 2003 seeking their approval of the
proposed transaction. Investors and security holders may obtain a free copy of
the definitive joint proxy statement/prospectus as well as other documents filed
by Andrew and Allen with the SEC at the SEC's website at www.sec.gov. A free
copy of the definitive joint proxy statement/prospectus and such other documents
may also be obtained from Andrew or Allen. Investors and security holders are
urged to read the definitive joint proxy statement/prospectus and the other
relevant materials (when they
become available) before making any voting or investment decision with respect
to the transaction. 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 definitive joint proxy statement/prospectus filed with the SEC on June 10,
2003. 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 definitive
joint proxy statement/prospectus filed with the SEC on June 10, 2003.
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.