ANDREW TO REPURCHASE 1,500,000 COMMON SHARES
ANDREW TO REPURCHASE 1,500,000 COMMON SHARES ORLAND PARK, Ill., July 1 /PRNewswire/ -- Andrew Corp.
(NASDAQ: ANDW) today announced its intention to purchase 1,500,000 shares of its common stock through a "Dutch Auction" tender offer and by agreement with several major stockholders. The company will purchase 820,000 shares of its common stock through a "Dutch Auction" at a price not greater than $35, nor less than $31 per share. Additionally, the company has entered into agreements with four major stockholders (including members of the Andrew and Hord families) for the purchase of an aggregate of 680,000 common shares.
The "Dutch Auction" procedure will allow the company's stockholders to select a price within the range of $31 and $35 per share at which they are willing to sell shares to the company. Andrew will then determine, based on the number of shares tendered and the prices specified by tendering stockholders, the lowest per share price within the $31 to $35 range that will allow the company to purchase 820,000 shares (or such lesser number of shares as are properly tendered). If more than 820,000 shares are tendered, the same price will be paid for all shares tendered at or below the purchase determined by the company, subject to proration among the shares. The last sale price for Andrew Corporation common stock on June 30, 1992 was $28.50 per share. "Due to a number of factors, we believe that Andrew Corporation common stock is undervalued and represents an attractive investment for the company," said Dr. Floyd L. English, president and chief executive officer of the company. "At the same time, the 'Dutch Auction' provides those stockholders who would prefer to tender an opportunity to sell their shares at a price above market levels prior to the announcement of the tender offer and without transaction costs." With respect to the agreements with four major stockholders, Andrew Corp. has agreed to purchase an aggregate of 680,000 shares from (i) certain members of the Andrew family, (ii) certain members of the Hord family, (iii) the Andrew Profit Sharing Trust and (iv) the Aileen S. Andrew Foundation. With the exception of the Aileen S. Andrew Foundation, these stockholders are each selling approximately 15.6 percent of their respective holdings, thereby maintaining their proportionate interest in the company. Shares purchased pursuant to the agreements with these four major stockholders will be purchased at the purchase price determined by the "Dutch Auction" procedure. The tender offer, proration period and withdrawal rights will expire at 12 midnight, Eastern time, on Thursday, July 30, 1992, unless extended. The dealer managers for the offer are Kidder, Peabody & Co. Inc. and Cowen & Company. Morrow & Co. Inc. is acting as the information agent. The company will fund the purchases through cash and cash equivalents on hand and through the company's line of credit. -0- 7/1/92 /CONTACT: Charles R. Nicholas, CFO of Andrew, 708-873-2740/ (ANDW) CO: Andrew Corp. ST: Illinois IN: TLS SU:
KD -- NY113 -- 5915 07/01/92 17:12 EDT
|Printer friendly Cite/link Email Feedback|
|Date:||Jul 1, 1992|
|Previous Article:||ATLANTIC COAST AIRLINES PASSENGER TRAFFIC UP 38.5 PERCENT IN JUNE|
|Next Article:||TENTATIVE AGREEMENT REACHED FOR NEW AT&T CONTRACT|