ADC Announces Agreement to Acquire the KRONE Group; World's Leading Brands in Connectivity Solutions Combine to Achieve Global Scale and Presence.Business Editors/High-Tech Writers Editor's Note Editor's Note (foaled in 1993 in Kentucky) is an American thoroughbred Stallion racehorse. He was sired by 1992 U.S. Champion 2 YO Colt Forty Niner, who in turn was a son of Champion sire Mr. Prospector and out of the mare, Beware Of The Cat. Trained by D. : Conference call, March 25, 11:00 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy (details below) MINNEAPOLIS--(BUSINESS WIRE)--March 25, 2004 Growth Strategy Unveiled Positioning ADC (1) See A/D converter. (2) (Apple Display Connector) A peripheral connector from Apple that combines digital video display, USB and power in one cable. As the Global Network Infrastructure Leader ADC (Nasdaq:ADCT ADCT Adaptive Discrete Cosine Transform ) (www.adc.com) today announced an agreement to acquire the KRONE Group, a leading global supplier of copper- and fiber-based connectivity solutions and cabling products used in public access and enterprise networks by many of the world's leading organizations, from GenTek Inc. (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. :GETI GETI Group on Environment Trade and Investment GETi Greenfield Engineering Titanium Ltd (UK) ). "This is an ideal acquisition and a perfect fit with ADC's new strategic initiative to become the leader in global network infrastructure solutions and services," said Robert E. Switz, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of ADC. "This is the first major step we are taking to fulfill the growth plans we outlined over the last several months. With the addition of KRONE, we further establish ADC as a leader in network infrastructure, a core strength area where we have a proven record of success. Ultimately, our customers benefit from this combination." Through the combination of ADC and KRONE product lines, people and facilities, ADC will quickly achieve a larger global scale and presence in supplying global network infrastructure solutions, including: -- Worldwide market leadership in copper and fiber central office infrastructure technology; -- Diversified global customer base serving nearly every major communications service provider A Communications Service Provider or CSP is a company that transports information electronically. The term encompasses public and private companies in the wireline, wireless, Internet, cable, satellite, and managed services businesses. worldwide; -- Leading market share in the enterprise structured cabling Structured Cabling is defined as building or campus telecommunications cabling infrastructure that consists of a number of standardized smaller elements (hence structured) called subsystems. systems market via KRONE's advanced products; -- Accelerated entry into the emerging growth markets of China, India, Russia, Eastern Europe Eastern Europe The countries of eastern Europe, especially those that were allied with the USSR in the Warsaw Pact, which was established in 1955 and dissolved in 1991. , and Southeast Asia Southeast Asia, region of Asia (1990 est. pop. 442,500,000), c.1,740,000 sq mi (4,506,600 sq km), bounded roughly by the Indian subcontinent on the west, China on the north, and the Pacific Ocean on the east. ; -- Broader product portfolio with a worldwide opportunity to cross-sell and up-sell existing and upcoming products; and -- Competitive cost leadership through global manufacturing, engineering and supply chain management. "ADC's new Global Network Infrastructure strategy includes the products, systems and services that provide the foundation for every type of communications network The transmission channels interconnecting all client and server stations as well as all supporting hardware and software. over every medium: fiber, copper, coaxial, and wireless," Switz said. "The intent of our strategy is to enable all of our customers -- wireline, wireless, cable, broadcast, and enterprise -- to profitably deploy every type of broadband service See broadband and broadband service provider. offering and application. For example, KRONE and ADC Ethernet infrastructure products will provide unmatched solutions for Voice-over-IP and Gigabit Ethernet networks. In addition, with approximately 70% of ADC sales in North America and approximately 80% of KRONE sales outside of North America, this acquisition truly creates global scale with local presence to serve all our customers. We are proud to join forces with a talented KRONE workforce to drive significant and sustainable value from the combination of our companies." The proposed acquisition is valued at approximately $350 million in which ADC will pay cash of approximately $291 million and assume certain defined liabilities consisting principally of KRONE's pension obligation for its German workforce. The transaction is expected to close during ADC's third quarter ending July 31, 2004. Closing of the transaction is subject to approval by necessary regulatory authorities as well as customary closing conditions. After closing the transaction, ADC expects to take a charge for various acquisition-related expenses the amount of which has not been determined. Excluding the charge and amortization of acquisition-related intangibles, ADC expects the acquisition to be accretive to earnings per share in 2004. Booz Allen Hamilton Booz Allen Hamilton, Inc., referred to as Booz Allen is one of the oldest strategy consulting firms in the world.[1] The firm formerly had two consulting divisions: WCB (Worldwide Commercial Business, also known as “The Commercial Side”) and WTB has been retained by ADC to assist in integrating the two companies toward ADC's expectation of driving significant and sustainable value from this combination. "KRONE and its employees are pleased to join ADC in forming a global single source for global network infrastructure solutions for every conceivable network type," said Ron Lowy, president and COO of KRONE. "The ADC and KRONE combination allows communications service providers and enterprises to avoid the hassles of dealing with multiple suppliers. With just one call, we can quickly deliver the right infrastructure solutions required in both public access and enterprise networks anywhere in the world." KRONE is a total solutions provider, offering a complete line of copper- and fiber optic-based cabling and connectivity systems. Since its initial offering of distribution frames and cable connection hardware more than 70 years ago, KRONE's product lines and customer base have seen significant growth. With more than 2,000 employees, eight factories and five research and development centers around the world, KRONE has representation in more than 140 countries to supply communications service providers and enterprises. Based on unaudited numbers, KRONE had sales of $316 million, operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. of $13 million before restructuring and impairment charges, and depreciation and amortization expense of $14 million in the year ended December 31, 2003 compared to 2002 annual sales of $267 million resulting in an operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. of $10 million before restructuring and impairment charges, and depreciation and amortization expense of $14 million. March 25 Conference Call And Webcast at 11:00 a.m. Eastern ADC will discuss its acquisition of KRONE on a conference call scheduled for March 25, at 11:00 a.m. Eastern time. The conference call can be accessed by domestic callers at (800) 399-7506 and by international callers at (706) 634-2489. Starting today at 2:00 p.m. Eastern time, the replay of the call can be accessed until 23:59 p.m. Eastern time on April 1, 2004 by domestic callers at (800) 642-1687 and by international callers at (706) 645-9291 (conference ID number is 6340753). The conference call and replay can also be accessed on the Internet at www.adc.com/investor, by clicking on News & Communications, then clicking on Webcasts. About ADC ADC is a world leader in providing global network infrastructure products and services that enable the profitable delivery of high-speed Internet, data, video, and voice services over our customers' unique networks. ADC (Nasdaq:ADCT) has sales into more than 90 countries. Learn more about ADC Telecommunications, Inc. at www.adc.com. About KRONE KRONE is a world leading cable and connectivity company with 75 years of experience in the design, development and supply of copper and fiber optic cable Noun 1. fiber optic cable - a cable made of optical fibers that can transmit large amounts of information at the speed of light fibre optic cable transmission line, cable, line - a conductor for transmitting electrical or optical signals or electric power and connectivity solutions for enterprise and public networks. Additional information about KRONE is at www.krone.com. About GenTek GenTek Inc. is a manufacturer of telecommunications products, industrial components and performance chemicals. Additional information about the company is available on GenTek's Web site at www.gentek-global.com. Cautionary Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and Of 1995 Any forward-looking statements contained herein, including statements regarding earnings per share, acquisition synergies and the timing of closing the transaction, reflect management's current expectations or beliefs. ADC Telecommunications cautions readers that future actual results could differ materially from those in forward-looking statements depending on the outcome of certain factors, including: (i) the ability to obtain governmental approvals to consummate the transaction; (ii) our ability to successfully integrate ADC's and KRONE's operations; (iii) the risk that expected cost savings and synergies will not be fully realized; and (iv) the risks and uncertainties identified in the section captioned Risk Factors in Item 1 of ADC's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended October 31, 2003. ADC disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. |
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