SECURITIES AND EXCHANGE COMMISSION
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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This filing consists of a press release issued by CommScope, Inc. on December 9, 2010.
News Release: For Immediate Release
Leading Proxy Advisory Firm ISS
Recommends CommScope Stockholders Vote FOR Merger
With The Carlyle Group
Proposed Transaction Receives Regulatory Clearance from European Commission
and South Africa
CommScope Urges All Stockholders to Vote FOR the Proposed Merger on their Proxy Cards Today
HICKORY, NC, December 9, 2010 CommScope, Inc. (NYSE: CTV), a global leader in infrastructure solutions for communications networks, today announced that ISS, the leading independent proxy advisory service, recommends that CommScope stockholders vote FOR the companys proposed merger with an affiliate of global alternative asset manager The Carlyle Group at the special meeting of stockholders, scheduled for December 30, 2010. The recommendations of ISS are relied upon by hundreds of major institutional investment firms, mutual funds and other fiduciaries throughout the country.
ISS recommendation confirms our board of directors unanimous view that the transaction with Carlyle delivers significant cash value and is in the best interests of CommScope and all of our stockholders, said Frank Drendel, chairman of the board and chief executive officer, CommScope. We urge all CommScope stockholders to vote FOR the proposed transaction with Carlyle today so that their votes can be counted at the upcoming special meeting.
CommScope also announced today that the proposed merger with Carlyle has received clearance from the European Commission and South Africa. As previously noted in the companys definitive proxy materials that were filed with the Securities and Exchange Commission on December 6, 2010, the proposed transaction with Carlyle has received regulatory clearance in Russia. Additionally, as previously announced, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the merger. The transaction remains subject to antitrust clearance in the Peoples Republic of China and approval of CommScope stockholders, as well as other customary closing conditions, and is expected to close in the first quarter of 2011.
CommScope noted that the 30-calendar day waiting period in the Peoples Republic of China for review of the companys specific Chinese antitrust filings has commenced and is expected to conclude in early January.
Under terms of the definitive merger agreement between CommScope and Carlyle, previously announced on October 27, 2010, funds affiliated with Carlyle will acquire all outstanding shares of CommScope common stock for $31.50 per share in cash.
A special meeting of CommScope stockholders to consider and vote upon the proposed transaction will be held at 2 p.m. EST on December 30, 2010, at the offices of Robinson, Bradshaw & Hinson, P.A., 101 North Tryon Street, Suite 1900, Charlotte, North Carolina. CommScope stockholders of record as of the close of business on December 3, 2010, are entitled to vote at the special meeting.
CommScope stockholders are encouraged to read the companys definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the board of directors unanimous recommendation that stockholders vote FOR the approval and adoption of the merger agreement and the merger.
CommScope stockholders who have questions about the merger, need assistance in submitting their proxy or voting their shares should contact the companys proxy solicitor, Morrow & Co, LLC, 470 West Avenue - 3rd Floor, Stamford, CT 06902, or by calling toll free at 800-969-2372 (for stockholders) or 800-662-5200 (for brokerage firms and banks), or email email@example.com.
Allen & Company LLC is serving as financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal advisor to CommScope in connection with the transaction.
CommScope, Inc. (NYSE: CTV; www.commscope.com) provides essential infrastructure that makes communication possible. We empower people to connect and communicate seamlessly where, when, and how they choose. Our solutions and services for wired and wireless networks enable high-bandwidth data, video, and voice applications everywhere at home, at work, and on the go. Through every wave of technology, CommScope helps the world connect and evolve. Backed by numerous respected brands such as Andrew®, SYSTIMAX® and Uniprise®, CommScope supports customers in more than 100 countries around the world through its focus on integrity, ethics, quality and technical innovation.
About The Carlyle Group
The Carlyle Group is a global alternative asset manager with $97.7 billion of assets under management committed to 78 funds as of September 30, 2010. Carlyle invests across three asset classes - private equity, real estate and credit alternatives - in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $64.7 billion of equity in 1015 transactions. The Carlyle Group employs more than 900 people in 19 countries. As of June 30, 2009, in the aggregate, Carlyle
portfolio companies have more than $84 billion in revenue and employ more than 398,000 people around the world. Web: www.carlyle.com; Case Studies: www.carlylegroupcreatesvalue.com; Video: www.youtube.com/OneCarlyle
Forward Looking Statements
This press release includes forward-looking statements that are based on information currently available to management, managements 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, which could cause the actual results to differ materially from those currently expected. For a more detailed description of the factors that could cause such a difference, please see CommScopes 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.
Additional Information and Where to Find It
In connection with the proposed merger, CommScope, Inc. (the Company) filed a definitive proxy statement and form of proxy with the Securities and Exchange Commission (SEC) on December 6, 2010. THE COMPANYS SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT CONTAINS IMPORTANT INFORMATION. The Companys stockholders are able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SECs website at http://www.sec.gov. The Companys stockholders are also able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents (when available) by directing a request by mail or telephone to CommScope, Inc., Attn: Secretary, 1100 CommScope Place SE, Hickory, North Carolina 28602, telephone: (828) 324-2200, or from the Companys website, http://www.commscope.com.
The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Companys stockholders with respect to the proposed merger. Information about the Companys directors and executive officers and their ownership of the Companys common stock is set forth in the proxy statement for the Companys Annual Meeting of Stockholders, which was filed with the SEC on March 19, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Companys stockholders generally, by reading the definitive proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.
News Media Contact:
+1 708-236-6568 or
Matthew Sherman or James Golden
Joele Frank, Wilkinson Brimmer Katcher
For The Carlyle Group
News Media Contact:
+1 202-729-5399 or