SCHAFFHAUSEN, Switzerland,
Dec. 9, 2010 /PRNewswire-FirstCall/
-- Tyco Electronics Ltd. (NYSE: TEL) announced today the successful
completion of its tender offer through its subsidiary, Tyco
Electronics Minnesota, Inc., to purchase the outstanding shares of
common stock of ADC Telecommunications, Inc. (Nasdaq: ADCT).
The tender offer expired at 5:00
p.m., New York City time on
Wednesday, Dec. 8, 2010, and was not
extended.
The depositary for the tender offer has advised Tyco Electronics
that, as of the expiration of the offering period, a total of
approximately 84,333,859 common shares of ADC were validly tendered
and not withdrawn (not including approximately 4,794,355
shares subject to guaranteed delivery procedures),
representing 86.80% of the outstanding ADC common shares. All
shares that were validly tendered and not withdrawn during the
initial offering period have been accepted for payment.
Tyco Electronics Minnesota will be exercising its option under
the merger agreement to purchase newly issued shares from ADC at
the tender offer price. Tyco Electronics intends to complete
the acquisition process by effecting a short-form merger pursuant
to Minnesota law without a vote or
meeting of ADC's remaining stockholders. The merger is
expected to be consummated later today.
Following the merger, ADC will become an indirect wholly-owned
subsidiary of Tyco Electronics, and each share of ADC's outstanding
common stock (other than shares owned by Tyco Electronics or any
direct or indirect wholly-owned subsidiary of Tyco Electronics or
ADC) will be cancelled and converted into the right to receive the
same consideration, without interest, received by holders who
tendered in the tender offer, subject to the proper exercise of
dissenters' rights. Thereafter, ADC common stock will cease
to be traded on the NASDAQ.
ABOUT TYCO ELECTRONICS (TE)
Tyco Electronics Ltd. is a global technology company with fiscal
2010 sales of US$12.1 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; consumer
electronics; telecommunications; aerospace, defense and marine;
medical; energy; and lighting. With approximately 7,000 engineers
and worldwide manufacturing, sales and customer service
capabilities, we are a recognized leader in many of the industries
we serve. More information on TE can be found at www.te.com.
FORWARD-LOOKING STATEMENTS
This release contains certain "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. These statements are based on
management's current expectations and are subject to risks,
uncertainty and changes in circumstances, which may cause actual
results, performance, financial condition or achievements to differ
materially from anticipated results, performance, financial
condition or achievements. All statements contained herein that are
not clearly historical in nature are forward-looking and the words
"anticipate," "believe," "expect," "estimate," "plan," and similar
expressions are generally intended to identify forward-looking
statements. The company has no intention and is under no obligation
to update or alter (and expressly disclaims any such intention or
obligation to do so) its forward-looking statements whether as a
result of new information, future events or otherwise, except to
the extent required by law. The forward-looking statements in this
release include statements addressing our acquisition of ADC.
Examples of factors that could cause actual results to differ
materially from those described in the forward-looking statements
include, among others, business, economic, competitive and
regulatory risks, such as developments in the credit markets;
conditions affecting demand for products, particularly the
automotive industry and the telecommunications, computer and
consumer electronics industries; future goodwill impairment;
competition and pricing pressure; fluctuations in foreign currency
exchange rates and commodity prices; political, economic and
military instability in countries in which we operate; compliance
with current and future environmental and other laws and
regulations; the possible effects on us of changes in tax laws, tax
treaties and other legislation; the risk that the ADC merger may
not be consummated; the risk that ADC will not be integrated
successfully into Tyco Electronics; and the risk that revenue
opportunities, cost savings and other anticipated synergies from
the transaction may not be fully realized or may take longer to
realize than expected. More detailed information about these and
other factors is set forth in Tyco Electronics' Annual Report on
Form 10-K for the fiscal year ended Sept.
24, 2010, as well as in Tyco Electronics' Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K and other reports
filed by Tyco Electronics with the Securities and Exchange
Commission.
SOURCE Tyco Electronics Ltd.
