お知らせ • Feb 04
Amphenol Corporation (NYSE:APH) completed the acquisition of Andrew LLC from CommScope Holding Company, Inc. (NasdaqGS:COMM).
Amphenol Corporation (NYSE:APH) entered into a definitive agreement to acquire Andrew LLC from CommScope Holding Company, Inc. (NasdaqGS:COMM) for approximately $2.1 billion on July 18, 2024. The consideration of $2.1 billion in cash on a cash-free, debt-free basis is subject to customary post-closing adjustments. The deal includes the purchase of CommScope’s Outdoor Wireless Networks (OWN) segment as well as the Distributed Antenna Systems (DAS) business which resides in CommScope’s Networking, Intelligent Cellular and Security Solutions (NICS) segment. These combined businesses are currently expected to have full-year 2024 sales and EBITDA margins of approximately $1.2 billion and 25%, respectively. Amphenol expects to finance the acquisition through a combination of cash on hand and debt.
Transaction is subject to the receipt of customary regulatory approvals; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of any waiting period or receipt of any clearance, waiver or affirmative approval of governmental and regulatory authorities in certain other specified jurisdictions; and other closing conditions. The deal is expected to close in the first half of 2025. As per filing on November 7, 2024 the transaction is expected to close within the first quarter of 2025. Assuming a continuation of current economic conditions, the acquisition is expected to be accretive to Amphenol’s Diluted Earnings Per Share in the first full year after closing, excluding acquisition-related costs.
Goldman Sachs & Co. LLC is serving as Amphenol’s financial advisor for the transaction. Andrew Elken, Charles Ruck, Jason Cruise, Lindsey Champlin, Jana Dammann de Chapto, Gregory Bonné, Max Hauser, Francesca Pisano, Ludmilla Le Grand, Cindy Caillavet Sinclair, Wesley Holmes, Charles Cassidy, Heather Deixler, Danielle van der Merwe, Christopher Norton, Josh Friedman, Shaun Thompson, Morgan Brubaker, Shira Bressler, Drew Levin, Hannah Cary, Jocelyn Noll and Ruchi Gill of Latham & Watkins LLP acted as legal advisors for Amphenol. Moelis & Company LLC is acting as financial advisor and fairness opinion provider to CommScope. C. Mark Kelly, Peter Fritz, Simon Root, Christopher Gegg, John Baron, Danny Reach, Matthew Kent, Jeniffer Everett, James Ashe-Taylor and T. Scott Kummer of Alston & Bird LLP are acting as legal advisors to CommScope. Anchal Dhir, Bishen Jeswant, Abhilash Pillai, Rishiraj Bhatt and SR. Patnaik of Cyril Amarchand Mangaldas acted as legal advisors and due diligence providers to Amphenol.
Amphenol Corporation (NYSE:APH) completed the acquisition of Andrew LLC from CommScope Holding Company, Inc. (NasdaqGS:COMM) on February 3, 2025. Nearly 4000 employees will join Amphenol Corporation. Amphenol expects the OWN and DAS businesses to generate full-year 2025 sales of approximately $1.3 billion. Post-closing, the acquisition is expected to be approximately $0.06 accretive to Amphenol’s 2025 earnings per share, which excludes acquisition-related expenses. The OWN and DAS businesses will be included in the Communications Solutions Segment. In a related transaction, Amphenol Corporation (NYSE:APH) completed the acquisition of Lifesync Corporation on February 3, 2025. The proceeds from the sale will be used by CommScope to pay fees and expenses associated with the transaction and to repay all outstanding amounts under the Company’s asset-backed revolving credit facility, to repay in part the Company’s 4.750% Senior Secured Notes due 2029 and to repay in full the Company’s 6.000% Senior Secured Notes due 2026.