updated 5/31/2006 11:04:50 AM ET 2006-05-31T15:04:50

Broadband equipment maker ADC Telecommunications Inc. on Wednesday said it is buying communications equipment maker Andrew Corp. for about $2 billion in a stock swap that will create a company with $3.3 billion in annual sales.

Under terms of the deal, Andrew shareholders will receive 0.57 ADC shares for each share of Andrew they hold. When the deal is completed, ADC shareholders will own 56 percent of the company and Andrew shareholders will own 44 percent.

The deal values Westchester, Ill.-based Andrew at about $12.76 per share, based on ADC’s closing stock price on Tuesday. That’s a 30 percent premium to Andrew’s closing stock price Tuesday of $9.78 on the Nasdaq Stock Market.

ADC, based in Eden Prairie, Minn., expects the acquisition to be non-dilutive to earnings per share in the first year of the combined company and to add to earnings after that.

In a statement, Ralph E. Faison, president and chief executive of Andrew said, "As we join ADC's leadership position in wireline connectivity solutions and Andrew's leadership position in wireless infrastructure solutions, ADC and Andrew will have a substantially greater global presence, customer base, economies of scale, product breadth, innovation ability and financial strength."

ADC's John A. Blanchard will stay on as the company's non-executive chairman, and ADC's Robert E. Switz will continue as its president and chief executive. Faison will serve as a consultant to the combined company.

Copyright 2006 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.


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