Minnesota		3661		41-0743912
(State or other jurisdiction of organization)		(Primary standard industrial classification code number)		(IRS employer identification no.)

Robert A. Rosenbaum Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, Minnesota 55402 (612) 340-2600		James T. Lidbury Mayer, Brown, Rowe & Maw LLP 71 South Wacker Drive Chicago, Illinois 60606 (312) 782-0600

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount

Offering

Aggregate

Registration

Securities to be Registered

to be Registered(1)

Price per Share

Offering Price

Fee

Common stock, par value $0.20 per share

106,901,664

N/A

$947,683,246.57(2)

$101,402.11

Rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share(3)

106,901,664

N/A

N/A

N/A

(1)		This registration statement relates to common stock, $0.20 par value per share, of ADC Telecommunications, Inc. (“ADC”), issuable to holders of common stock, $0.01 par value per share, of Andrew Corporation (“Andrew”), in the proposed merger of Hazeltine Merger Sub, Inc., a wholly owned subsidiary of ADC, with and into Andrew. The amount of ADC common stock to be registered has been determined by multiplying (A) the exchange ratio (0.57 shares of ADC common stock for each share of Andrew common stock) by (B) 187,546,778, the maximum number of shares of Andrew common stock that may be cancelled in the merger (the sum of (i) 159,659,113 shares of Andrew common stock outstanding as of June 15, 2006, (ii) 9,356,097 shares of Andrew common stock issuable upon the exercise or vesting of awards made pursuant to Andrew stock-based plans as of June 15, 2006 (whether or not currently exercisable), (iii) 1,000,000 shares of Andrew common stock issuable upon the exercise of warrants issued by Andrew as of June 15, 2006 and (iv) 17,531,568 shares of Andrew common stock into which convertible notes issued by Andrew are convertible as of June 15, 2006).
(2)		Estimated solely for purposes of calculation of the registration fee in accordance with Rules 457(c) and (f) of the Securities Act of 1933, as amended (the “Securities Act”), based upon the product of: (A) 187,546,778, the maximum number of shares of Andrew common stock that may be cancelled in the merger, multiplied by (B) $8.87, the average of the high and low sale prices for shares of Andrew common stock as reported on the Nasdaq National Market on June 27, 2006.
(3)		The preferred stock purchase rights, which are attached to the shares of ADC common stock being registered hereunder, will be issued for no additional consideration. Accordingly, no additional registration fee is required.

The information in this joint proxy statement/prospectus is not complete and may be changed. ADC may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

For ADC shareowners:		For Andrew stockholders:
• , 2006		• , 2006
• a.m., local time		• a.m., local time
[Location]		[Location]

Robert E. Switz		Ralph E. Faison
President and Chief Executive Officer		President and Chief Executive Officer
ADC Telecommunications, Inc.		Andrew Corporation

	•	Sign and return the enclosed proxy card in the enclosed postage paid envelope;
	•	Vote by telephone by calling the toll-free number shown on the proxy card; or
	•	Vote by using the Internet as instructed on the enclosed proxy card.

	•	To consider and vote upon Proposal No. 1 to adopt the Agreement and Plan of Merger, dated as of May 30, 2006, by and among ADC Telecommunications, Inc., a Minnesota Corporation, Hazeltine Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ADC, and Andrew, as the same may be amended from time to time. We refer to this proposal in the joint proxy statement/prospectus as Proposal No. 1.
	•	To consider and vote upon Proposal No. 2 for an adjournment of the Andrew special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. We refer to this proposal in the joint proxy statement/prospectus as Proposal No. 2.
	•	To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

	•	USE THE TOLL-FREE TELEPHONE NUMBER SHOWN ON THE PROXY CARD;
	•	USE THE INTERNET WEBSITE SHOWN ON THE PROXY CARD; OR
	•	MARK, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE. IT REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER			1
SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS			8
MARKET PRICE AND DIVIDEND INFORMATION			14
SELECTED HISTORICAL FINANCIAL DATA OF ADC			16
SELECTED HISTORICAL FINANCIAL DATA OF ANDREW			18
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA AS OF AND FOR THE SIX MONTHS ENDED APRIL 28, 2006			20
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA FOR THE YEAR ENDED OCTOBER 31, 2005			22
UNAUDITED COMPARATIVE HISTORICAL AND PER SHARE DATA			23
FORWARD-LOOKING INFORMATION			25
RISK FACTORS			26
BUSINESS OF ADC			34
BUSINESS OF ANDREW			35
THE ADC SPECIAL MEETING			36
Date, Time and Place of the Special Meeting			36
Matters to be Considered at the Special Meeting			36
ADC Andrew Board of Directors			36
Record Date and Shares Entitled to Vote			36
Voting of Proxies; Revocation of Proxies			36
Vote Required for Shareowner Approval			37
Stock Ownership of Management and Certain Shareowners			37
Quorum; Abstentions and Broker Non-Votes			37
Solicitation of Proxies; Expenses			37
Dissenters’ Rights			37
ADC Board Recommendation			37
THE ANDREW SPECIAL MEETING			39
Date, Time and Place			39
Matters to be Considered at the Meeting			39
Record Date and Shares Entitled to Vote			39
Voting of Proxies; Revocation of Proxies			39
Vote Required for Stockholder Approval			40
Stock Ownership of Management and Certain Stockholders			40
Quorum; Abstentions and Broker Non-Votes			40
Solicitation of Proxies; Expenses			40
Appraisal Rights			40
Andrew Board Recommendation			40
ANDREW PROPOSAL NO. 1 AND ADC PROPOSAL NO. 1 — THE MERGER AND THE ADC ANDREW SHARE ISSUANCE			42
General Description of the Merger			42
Background of the Merger			42
Reasons for the Merger			47
ADC Board of Directors’ Recommendation			52

		Page
Andrew Board of Directors’ Recommendation			52
Opinion of ADC’s Financial Advisor			52
Opinion of Andrew’s Financial Advisor			60
Interests of Andrew Directors and Executive Officers in the Merger			68
Regulatory Approvals Required for the Merger			78
Restrictions on Sales of Shares to be Received in the Merger			78
Listing of ADC Andrew Common Stock			78
Dissenters’ or Appraisal Rights			78
Anticipated Accounting Treatment of the Merger			78
ADC Andrew Board of Directors			79
THE MERGER AGREEMENT			81
General			81
Consideration to Be Received in the Merger			81
Exchange of Shares in the Merger			81
Fractional Shares			82
Listing of Common Stock of ADC Andrew			82
Treatment of Stock Options and Restricted Stock Units			82
Treatment of Andrew Common Stock Issued Under Andrew Employee Stock Purchase Plan			82
Treatment of Andrew Warrant and Andrew Notes			82
Covenants			83
Divestures in Connection with Antitrust and Competition Laws			87
Certain ADC Corporate Governance Matters			87
Representations and Warranties			88
Conditions to Completion of the Merger			89
Closing Matters			90
Termination of Merger Agreement			91
Termination Fee			92
Amendments, Extensions and Waivers			95
Andrew Charter and By-laws			95
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			96
ADC PROPOSAL NO. 2 — POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING			98
ANDREW PROPOSAL NO. 2 — POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING			98
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			99
COMPARISON OF RIGHTS OF SHAREOWNERS OF ADC AND STOCKHOLDERS OF ANDREW			107
LEGAL MATTERS			117
EXPERTS			117
SHAREOWNER PROPOSALS FOR ADC’S NEXT ANNUAL MEETING			117
WHERE YOU CAN FIND MORE INFORMATION			117
Annex A — Agreement and Plan of Merger
Annex B — Opinion of Dresdner Kleinwort Wasserstein Securities LLC
Annex C — Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated
Opinion of Dorsey & Whitney LLP
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP
Power of Attorney
Consent of Dresdner Kleinwort Wasserstein Securities LLC
Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:		WHAT IS THE MERGER?

A:		ADC and Andrew have entered into an Agreement and Plan of Merger, dated May 30, 2006, which we refer to in this joint proxy statement/prospectus as the merger agreement. The merger agreement contains the terms and conditions of the proposed strategic business combination of ADC and Andrew. Under the merger agreement, Andrew and Hazeltine Merger Sub, Inc., a wholly owned subsidiary of ADC, will merge, with Andrew surviving as a wholly owned subsidiary of ADC. Upon the closing of the merger ADC will change its name to ADC Andrew Inc. In this joint proxy statement/prospectus, we refer to the combined company formed by the merger as ADC Andrew and the ADC common stock to be issued in the merger as ADC Andrew common stock. This transaction is referred to as the merger. For a more complete description of the merger, please see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance.”

Q:		WHAT WILL ANDREW STOCKHOLDERS RECEIVE IN THE MERGER?

A:		As a result of the merger, Andrew stockholders will receive 0.57 shares of ADC Andrew common stock for each share of Andrew common stock they own. For example, if you own 100 shares of Andrew common stock, you will receive 57 shares of ADC Andrew common stock in exchange for your Andrew shares. You will also receive a cash payment in lieu of any fractional share of ADC Andrew common stock that you would otherwise receive.

Q:		WHAT WILL THE NAME AND TRADING SYMBOL OF THE COMBINED COMPANY BE?

A:		Immediately following the effective time of the merger, ADC will change its name to ADC Andrew Inc. Following the merger, ADC Andrew’s common stock will continue to be listed on the Nasdaq Global Market under the symbol “ADCT” and there will be no further market for Andrew common stock.

Q:		WHAT PERCENTAGE OF ADC ANDREW SHARES WILL BE HELD BY CURRENT ANDREW STOCKHOLDERS?

A:		The shares of ADC Andrew common stock issued to current Andrew stockholders in connection with the merger, which we refer to as the ADC Andrew share issuance, are expected to represent approximately 44% of the outstanding shares of ADC Andrew common stock immediately following the consummation of the merger, based on the number of shares of ADC common stock and Andrew common stock outstanding on June 28, 2006 (including any Andrew restricted stock units that will vest as a result of the merger), assuming that no Andrew or ADC stock options or warrants are exercised, or convertible notes converted, after June 28, 2006 and prior to the effective time of the merger.

Q:		WHO WILL SERVE ON THE BOARD OF DIRECTORS OF THE COMBINED COMPANY?

A:		In connection with the merger, four members of ADC’s board of directors (James C. Castle, Ph.D., John E. Rehfeld, Jean-Pierre Rosso and John D. Wunsch) will resign effective as of the effective time of the merger. Four members of Andrew’s board of directors (Gerald A. Poch, Anne F. Pollack, Glen O. Toney and Andrea L. Zopp) will be elected and join eight members of ADC’s board of directors (John A. Blanchard III, John J. Boyle III, Mickey P. Foret, J. Kevin Gilligan, Lois M. Martin, William R. Spivey, Ph.D., Robert E. Switz and Larry W. Wangberg) to form the ADC Andrew board of directors immediately after the closing of the merger.
		By approving ADC Proposal No. 1, and assuming the merger closes, ADC shareowners, as an integral part of the merger, will be electing the four members of the Andrew board of directors listed above to fill the vacancies on the ADC Andrew board created by the resignations of the departing ADC directors. For further information on the ADC Andrew board of directors, please see the section entitled “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — ADC Andrew Board of Directors.”

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Q:		WHY AM I RECEIVING THIS JOINT PROXY STATEMENT/PROSPECTUS?

A:		You are receiving this joint proxy statement/prospectus because you have been identified as a shareholder of either ADC or Andrew, and thus you are entitled to vote at such company’s special meeting. This document serves as both a joint proxy statement of ADC and Andrew, used to solicit proxies for their respective special meetings, and as a prospectus of ADC, used to offer shares of ADC Andrew common stock in exchange for shares of Andrew common stock pursuant to the terms of the merger agreement. This document contains important information about the merger and the special meetings of ADC and Andrew and you should read it carefully.

Q:		WHEN AND WHERE WILL THE SPECIAL MEETINGS TAKE PLACE?

A:		The special meeting of ADC is scheduled to take place at • , local time, on • , 2006, at • .
		The special meeting of Andrew is scheduled to take place at • , local time, on • , 2006, at • .

Q:		WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETINGS?

A:		Holders of record of ADC common stock as of the close of business on • , 2006, which we refer to as the ADC record date, are entitled to vote at the ADC special meeting. Each ADC shareowner has one vote for each share of ADC common stock that the shareowner owns on the ADC record date.
		Holders of record of Andrew common stock as of the close of business on • , 2006, which we refer to as the Andrew record date, are entitled to vote at the Andrew special meeting. Each Andrew stockholder has one vote for each share of Andrew common stock that the stockholder owns on the Andrew record date.

Q:		WHAT VOTE IS REQUIRED TO APPROVE THE ADC ANDREW SHARE ISSUANCE AND THE MERGER?

A:		ADC shareowners must approve the issuance of shares of ADC Andrew common stock in the merger, which approval requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at the ADC special meeting (provided a quorum is present).
		Andrew stockholders must adopt the merger agreement, which adoption requires the affirmative vote of the holders of a majority of the voting power of the shares of Andrew common stock issued and outstanding on the Andrew record date. Adoption of the merger agreement by Andrew stockholders will constitute approval of all of the transactions contemplated in the merger agreement.

Q:		WHAT ELSE IS REQUIRED TO CONSUMMATE THE MERGER?

A:		In addition to the receipt of the shareholder approvals described above, certain regulatory approvals, including U.S. and certain foreign antitrust clearances, along with other closing conditions set forth in the merger agreement, must be satisfied or waived. For a more complete description of the conditions to the consummation of the merger, we urge you to read the section entitled “The Merger Agreement — Conditions to Completion of the Merger” in this joint proxy statement/prospectus and the merger agreement attached to this joint proxy statement/prospectus as Annex A.

Q:		CAN THE VALUE OF THE TRANSACTION CHANGE BETWEEN NOW AND THE TIME THE MERGER IS COMPLETED?

A:		Yes. The value of the transaction can change because the value of ADC common stock may, and likely will, change between now and the effective time of the merger. The 0.57 exchange ratio is a fixed exchange ratio, meaning that you will receive 0.57 shares of ADC Andrew common stock for each share of Andrew common stock you own regardless of the trading price of ADC common stock on the effective date of the merger. The market value of the ADC Andrew common stock you may receive in the merger will increase or decrease as the trading price of ADC’s common stock increases or decreases. As a result, the value of the stock you may receive in the merger may be different at the time the merger is completed than it was at the time the merger agreement was signed and at the time of Andrew’s special meeting. There can be no assurance as to the market price of ADC common stock at any time prior to

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		the completion of the merger or at any time thereafter. ADC and Andrew shareholders are urged to obtain current market quotations for ADC common stock and Andrew common stock.

Q:		HOW WILL ANDREW STOCK OPTIONS BE AFFECTED BY THE MERGER?

A:		At the effective time of the merger, each Andrew stock option that is outstanding and unexercised immediately prior to the effective time will be converted into an option to purchase shares of ADC Andrew common stock and ADC Andrew will assume that stock option in accordance with the terms of the applicable Andrew stock option plan and stock option agreement relating to that Andrew stock option. The number of shares underlying the Andrew stock options and their exercise prices will be adjusted to reflect the exchange ratio used in the merger. At the effective time of the merger, all unvested Andrew stock options will vest and become immediately exercisable in accordance with the terms of the applicable Andrew stock plans. For more information, please see the section entitled “The Merger Agreement — Treatment of Stock Options and Restricted Stock Units.”

Q:		HOW WILL ANDREW RESTRICTED STOCK UNITS BE AFFECTED BY THE MERGER?

A:		Each restricted stock unit granted by Andrew will be converted into the right to receive shares of ADC Andrew common stock. The number of shares relating to each restricted stock unit will be adjusted to reflect the exchange ratio used in the merger. At the effective time of the merger, all restrictions on the Andrew restricted stock units will lapse in accordance with the terms of the Andrew stock plans. For more information, please see the section entitled “The Merger Agreement — Treatment of Stock Options and Restricted Stock Units.”

Q:		WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO ME?

A:		The merger has been structured to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and it is a closing condition to the merger that ADC and Andrew receive opinions of their respective counsel regarding such qualification. As a result of the merger’s qualification as a reorganization, Andrew stockholders will not recognize gain or loss for United States federal income tax purposes upon the exchange of shares of Andrew common stock for shares of ADC Andrew common stock, except with respect to cash received in lieu of fractional shares of ADC Andrew common stock.

		Tax matters are very complicated, and the tax consequences of the merger to a particular Andrew stockholder will depend in part on such stockholder’s circumstances. Accordingly, we urge you to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.
		For more information, see the section entitled “Material United States Federal Income Tax Consequences.”

Q:		WHAT IS PROPOSAL 2?

A:		If either ADC or Andrew fails to receive a sufficient number of votes to approve its respective Proposal No. 1, ADC or Andrew, as appropriate, may propose to adjourn its special meeting, if a quorum is present, for a period of not more than 30 days for the purpose of soliciting additional proxies to approve Proposal No. 1. Neither ADC nor Andrew intends to propose adjournment at the special meeting if there are sufficient votes to approve Proposal No. 1. Each company’s proposal to adjourn its special meeting, if necessary, to solicit additional proxies is referred to as Proposal No. 2.

Q:		HOW DOES ADC’S BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

A:		After careful consideration, ADC’s board of directors recommends that ADC shareowners vote “FOR” Proposal No. 1 to approve the issuance of shares of ADC Andrew common stock in the merger and “FOR” Proposal No. 2 to adjourn the ADC special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. For further information about the ADC board recommendation, see the sections entitled “The ADC Special Meeting — ADC Board Recommendation,” “Andrew Proposal No. 1

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		and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Reasons for the Merger,” and “ADC Proposal No. 2 — Possible Adjournment of the Special Meeting.”

Q:		HOW DOES ANDREW’S BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

A:		After careful consideration, Andrew’s board of directors recommends that the Andrew stockholders vote “FOR” Proposal No. 1 to adopt the merger agreement and “FOR” Proposal No. 2 to adjourn the Andrew special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. For further information about the Andrew board recommendation, see the sections entitled “The Andrew Special Meeting — Andrew Board Recommendation,” “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Reasons for the Merger” and “Andrew Proposal No. 2 — Possible Adjournment of the Special Meeting.”

Q:		WHAT RISKS SHOULD I CONSIDER IN DECIDING WHETHER TO VOTE IN FAVOR OF THE SHARE ISSUANCE OR THE ADOPTION OF THE MERGER AGREEMENT?

A:		You should carefully review the section of this joint proxy statement/prospectus entitled “Risk Factors,” which presents risks and uncertainties related to the merger, ADC, Andrew and the combined company.

Q:		WHEN DO YOU EXPECT THE MERGER TO BE CONSUMMATED?

A:		We anticipate that the consummation of the merger will occur during the fall of 2006, but we cannot predict the exact timing. For more information, please see the section entitled “The Merger Agreement — Conditions to Completion of the Merger.”

Q:		WHAT DO I NEED TO DO NOW?

A:		We urge you to read this joint proxy statement/prospectus carefully, including its annexes, and to consider how the merger affects you. After such consideration, please provide your proxy instructions as soon as possible so that your shares may be represented at the respective special meetings. You may provide your proxy instructions in three different ways:

		• Mail your signed proxy card in the enclosed return envelope;
		• Call the toll-free number included on your proxy card; or
		• Vote via the Internet by following the instructions on your proxy card.
		Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the ADC special meeting or Andrew special meeting, as applicable. If your shares of ADC common stock or Andrew common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you together with a voting instruction card. Your broker or other nominee will vote your shares only if you provide instructions on how to vote. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares.

Q:		WHAT HAPPENS IF I DO NOT VOTE, DO NOT FULLY COMPLETE OR RETURN A PROXY CARD OR OTHERWISE PROVIDE PROXY INSTRUCTIONS?

A:		ADC Proposal 1 and Proposal 2 — If you are an ADC shareowner, the failure to return your proxy card or otherwise provide proxy instructions could be a factor in establishing a quorum for the ADC special meeting, which is required to transact business at the meeting. If, however, a quorum is otherwise present at the ADC special meeting, the failure to return your proxy card or otherwise provide proxy instructions will have no effect on the approval of the issuance of ADC Andrew shares to Andrew stockholders in the merger or the adjournment of the ADC special meeting, if necessary, to solicit additional proxies for the approval of the issuance of ADC Andrew shares to Andrew stockholders in the merger.

		If you are an ADC shareowner and submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” the approval of the ADC Andrew share issuance and, if necessary, “FOR” the adjournment of the ADC special meeting to solicit additional proxies for the approval of the issuance of ADC Andrew shares to Andrew stockholders in the merger.

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		Andrew Proposal 1 — If you are an Andrew stockholder, the failure to return your proxy card or otherwise provide proxy instructions will have the same effect as voting “AGAINST” the adoption of the merger agreement and could be a factor in establishing a quorum for the Andrew special meeting, which is required to transact business at the meeting.
		Andrew Proposal 2 — If you are an Andrew stockholder, the failure to return your proxy card or otherwise provide proxy instructions could be a factor in establishing a quorum for the Andrew special meeting, which is required to transact business at the meeting. If, however, a quorum is otherwise present at the Andrew special meeting, the failure to return your proxy card or otherwise provide proxy instructions will have no effect on the approval of the adjournment of the Andrew special meeting, if necessary, to solicit additional proxies for adoption of the merger agreement.
		If you are an Andrew stockholder and submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” the adoption of the merger agreement and, if necessary, “FOR” the adjournment of the Andrew special meeting to solicit additional proxies for adoption of the merger agreement.

Q:		MAY I VOTE IN PERSON?

A:		If your shares of ADC common stock or Andrew common stock are registered directly in your name with ADC’s or Andrew’s transfer agent, respectively, you are considered, with respect to those shares, the shareholder of record, and the proxy materials and proxy card are being sent directly to you on behalf of ADC or Andrew, respectively. If you are an ADC shareowner of record, you may attend the ADC special meeting to be held on • , 2006, and vote your shares in person, rather than signing and returning your proxy card or otherwise providing proxy instructions. If you are an Andrew stockholder of record, you may attend the Andrew special meeting to be held on • , 2006, and vote your shares in person, rather than signing and returning your proxy card or otherwise providing proxy instructions.

		If your shares of ADC common stock or Andrew common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the ADC special meeting or the Andrew special meeting, respectively. Because a beneficial owner is not the shareowner of record, you may not vote these shares in person at the applicable special meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.

Q:		MAY I CHANGE MY VOTE AFTER I HAVE PROVIDED PROXY INSTRUCTIONS?

A:		Yes. You may change your vote at any time before your proxy is voted at the ADC or Andrew special meeting, as applicable. You can do this in one of three ways:

		• Send a written notice stating that you would like to revoke your proxy;
		• Submit new proxy instructions either on a new proxy card, by telephone or via the Internet; or
		• Attend the meeting and vote in person (if you are entitled to do so, as described in the preceding question and answer).
		Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions.

Q:		SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:		No. If you are an Andrew stockholder, after the merger is consummated, you will receive written instructions from ComputerShare Investor Services LLC, acting as ADC’s exchange agent, which we refer to as ComputerShare, explaining how to exchange your stock certificates representing shares of Andrew common stock for shares of ADC Andrew common stock, which will be issued in uncertificated book entry form. You will also receive a cash payment in lieu of any fractional share of ADC Andrew common

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		stock. We refer to the shares of ADC Andrew common stock issuable in the merger, along with any cash payment in lieu of any fractional share, as the merger consideration. ADC shareowners will not exchange their stock certificates. Please do not send in your stock certificates with your proxy.

Q:		HOW WILL ANDREW STOCKHOLDERS RECEIVE THE MERGER CONSIDERATION?

A:		Following the merger, Andrew stockholders will receive a letter of transmittal and instructions on how to obtain the merger consideration in exchange for your Andrew common stock. You must return the completed letter of transmittal and your Andrew stock certificates as described in the instructions, and you will receive the merger consideration as soon as practicable after ComputerShare receives your completed letter of transmittal and Andrew stock certificates. If you hold shares through a brokerage account, your broker will handle the surrender of stock certificates to ComputerShare.

Q:		AM I ENTITLED TO DISSENTERS’ OR APPRAISAL RIGHTS?

A:		No. Under the Minnesota Business Corporations Act, ADC shareowners are not entitled to dissenters’ rights in connection with the merger or the issuance of the ADC Andrew common stock in the merger. Under the Delaware General Corporation Law, holders of Andrew common stock are not entitled to appraisal rights in connection with the merger because both ADC common stock and Andrew common stock are listed on the Nasdaq Global Market.

Q:		WHO IS PAYING FOR THIS PROXY SOLICITATION?

A:		ADC and Andrew are conducting this proxy solicitation and will bear the cost of soliciting proxies, including the preparation, assembly, printing and mailing of this joint proxy statement/prospectus, the proxy card and any additional information furnished to shareholders. ADC has engaged the services of Innisfree M&A Incorporated to distribute proxy solicitation materials to brokers, banks and other nominees and to assist in the solicitation of proxies from ADC shareowners. Andrew has retained MacKenzie Partners, Inc. to aid in Andrew’s proxy solicitation process. ADC estimates that its proxy solicitor fees will be approximately $100,000 and Andrew estimates that its proxy solicitor fees will be approximately $75,000, plus reimbursement of out-of-pocket expenses. ADC and Andrew may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding proxy and solicitation materials to beneficial owners.

Q:		DO I NEED TO ATTEND MY RESPECTIVE SPECIAL MEETING IN PERSON?

A:		No. It is not necessary for you to attend your respective special meeting to vote your shares if either ADC or Andrew previously has received your proxy, although you are welcome to attend.

Q:		WHO CAN HELP ANSWER MY QUESTIONS?

A:		ADC Shareowners:  If you have questions about the merger, including the procedures for voting your shares, or would like additional copies, without charge, of this joint proxy statement/prospectus, you should contact:

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FORWARD-LOOKING INFORMATION

	•	Difficulties we may encounter in integrating the merged businesses.
	•	Uncertainties as to the timing of the merger, and the satisfaction of closing conditions to the merger, including the receipt of regulatory approvals.
	•	The receipt of required shareholder approvals.
	•	Whether certain markets will grow as anticipated.
	•	The competitive environment in the telecommunications industry and competitive responses to the proposed merger.
	•	Whether the companies can successfully develop new products on a timely basis and the degree to which these gain market acceptance.

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RISK FACTORS

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terms that are not as favorable to ADC as may have been attainable absent the merger, or other restrictions on the operation of the combined business. While ADC and Andrew expect to obtain the required regulatory approvals, neither can be certain that all of the required antitrust approvals will be obtained, nor can the parties be certain that the approvals will be obtained within the time limits contemplated by the merger agreement. A delay in obtaining the required approvals will delay and may possibly prevent the completion of the merger.

 

Each of ADC and Andrew is subject to certain restrictions on the conduct of its business under the terms of the merger agreement.

 

Under the terms of the merger agreement, each of ADC and Andrew has agreed to certain restrictions on the operations of their businesses that are customary for transactions similar to the merger. Each has agreed that it shall limit the conduct of its business to those actions undertaken in the ordinary course of business. In addition, each party has agreed not to undertake, or has agreed to limit, certain corporate actions without the consent of the other party. Among others, these actions include mergers and acquisitions or dispositions of assets, making loans to third parties, settling litigation matters of a certain size and undertaking capital expenditures in excess of prescribed limits. For a complete list of such restrictions, please see the section entitled “The Merger Agreement — Covenants.”

 

Because of these restrictions, each of ADC and Andrew may not have taken, and may not be able to undertake, certain actions with respect to the conduct of its business that it might otherwise have taken if not for the merger agreement.

 

The anticipated benefits of combining ADC and Andrew may not be realized.

 

ADC and Andrew entered into the merger agreement with the expectation that the merger will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross-selling opportunities, technology and operating efficiencies. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including, but not limited to, the ability of the combined company to manage potential increases in commodities prices, whether ADC and Andrew can otherwise integrate their respective businesses in an efficient and effective manner, the reaction of existing or potential competitors of the combined business to the transaction, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact ADC Andrew’s business, financial condition and operating results.

 

ADC Andrew may fail to realize the anticipated synergies and cost savings expected from the merger.

 

The success of ADC Andrew after the merger will depend, in part, on its ability to realize the anticipated growth opportunities and cost savings from combining the businesses of ADC and Andrew. ADC and Andrew expect that the merger will result in cost synergies beginning in the first year after consummation of the merger with preliminary estimated annual pre-tax cost synergies beginning in the third year after consummation of the merger of at least $70-80 million, with potential revenue synergies presenting additional potential upside. Such cost synergies are expected to be realized by consolidating and integrating of certain functions as well as through the adoption of best practices from both ADC and Andrew. However, to realize such anticipated benefits, ADC and Andrew must successfully combine their businesses in a manner that permits those synergies to be realized. In addition, these synergies must be achieved without adversely affecting revenues. If ADC Andrew is not able to successfully achieve these objectives, such anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected.

 

ADC and Andrew may have difficulty integrating and may incur substantial costs in connection with the integration.

 

Achieving the anticipated benefits of the merger will depend on the successful integration of ADC’s and Andrew’s products, services, operations, personnel, technology and facilities in a timely and efficient manner.

Although neither ADC nor Andrew anticipates material difficulties in connection with such integration, the possibility exists that such difficulties could be experienced in connection with the merger, especially given the relatively large size of the merger. The time and expense associated with converting the businesses of the combined company to a common platform may exceed management’s expectations and limit or delay the intended benefits of the transaction. Similarly, the process of combining sales and marketing forces, consolidating administrative functions, and coordinating product and service offerings can take longer, cost more, and provide fewer benefits than initially projected. To the extent any of these events occurs, the benefits of the transaction may be reduced, at least for a period of time.

 

Integrating ADC and Andrew will be a complex, time-consuming and expensive process. Before the merger, ADC and Andrew operated independently, each with its own business, products, customers, employees, culture and systems.

 

ADC and Andrew may face substantial difficulties, costs and delays in integrating the two companies. These difficulties, costs and delays may include:

 

 

After the merger, ADC Andrew may seek to combine certain operations and functions using common information and communication systems, operating procedures, financial controls and human resource practices, including training, professional development and benefit programs. ADC Andrew may be unsuccessful in implementing the integration of these systems and processes.

 

Any one or all of these factors may cause increased operating costs, worse than anticipated financial performance or the loss of customers and employees. Many of these factors are also outside the control of either company.

 

ADC and Andrew may have difficulty integrating their respective systems of internal control over financial reporting.

 

The failure to integrate ADC’s and Andrew’s systems of internal control over financial reporting following the merger could affect adversely the combined company’s ability to exercise effective internal control over financial reporting. A failure by the combined company to exercise effective control over financial reporting could result in a material misstatement in the combined company’s annual or interim consolidated financial statements. In its report on internal controls over financial reporting for the year ended September 30, 2005, Andrew’s management indicated that Andrew and its subsidiaries did not maintain effective internal control over financial reporting as of September 30, 2005 due to certain material weaknesses described in Andrew’s annual report on Form 10-K for the year ended September 30, 2005 as incorporated by reference

into this joint proxy statement/prospectus. Andrew has implemented changes in its internal controls to remedy the material weaknesses identified by management. However, Andrew’s independent registered public accounting firm has not yet audited the remediated controls and no assurance can be given that the measures taken are adequate to maintain effective control over Andrew’s financial reporting process.

 

ADC and Andrew both depend on key personnel, and the loss of any of these key personnel because of uncertainty regarding the merger, either before or after the merger, could hurt the businesses of the combined company.

 

ADC and Andrew depend on the services of their key personnel. Current and prospective employees of ADC and Andrew may, either before or after the merger, experience uncertainty about their future roles with the combined company, which may affect the performance of such personnel adversely and the ability of each company to retain and attract key personnel. The loss of the services of one or more of these key employees or the inability of ADC, Andrew or the combined company to attract, train, and retain qualified employees could result in the loss of customers or otherwise inhibit the ability of ADC Andrew to integrate and grow the business effectively.

 

The merger may result in a loss of customers.

 

Some customers may seek alternative sources of product and/or service after the announcement of the merger due to, among other reasons, a desire not to do business with the combined company or perceived concerns that the combined company may not continue to support and develop certain product lines. Difficulties in combining operations could also result in the loss of, or potential disputes or litigation with, customers. Any steps by management to counter such potential increased customer attrition may not be effective. Failure by management to retain customers could result in worse than anticipated financial performance.

 

If the conditions to the merger are not met, the merger may not occur.

 

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. For a more complete discussion of the conditions to the merger, please see “The Merger Agreement — Conditions to Completion of the Merger.” If the conditions are not satisfied or waived, to the extent permitted by law or the rules or regulations of Nasdaq, the merger will not occur or will be delayed, and each of ADC and Andrew may lose some or all of the intended benefits of the merger. The following conditions, in addition to other customary closing conditions, must be satisfied or waived, if permissible, before ADC and Andrew are obligated to complete the merger:

 

 

ADC and Andrew may waive one or more of the conditions to the merger without resoliciting stockholder approval for the merger.

 

Each of the conditions to ADC’s and Andrew’s obligations to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law or Nasdaq rules or regulations, by agreement of

ADC and Andrew if the condition is a condition to both ADC’s and Andrew’s obligations to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of ADC and Andrew will evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and resolicitation of proxies is necessary. However, ADC and Andrew generally do not expect any such waiver to be significant enough to require resolicitation of shareholders. In the event that any such waiver is not determined to be significant enough to require resolicitation of shareholders, the companies will have the discretion to complete the merger without seeking further shareholder approval. ADC and Andrew have agreed, however, that neither party shall waive the condition regarding the receipt of the opinion of its tax counsel following the adoption of the merger agreement by Andrew stockholders or, approval of the ADC Andrew share issuance by ADC shareowners, as the case may be, unless further shareholder approval is obtained with appropriate disclosure.

 

Some directors and executive officers of Andrew have interests that differ from those of Andrew stockholders in recommending that Andrew stockholders vote in favor of adoption of the merger agreement.

 

Certain executive officers and directors of Andrew have interests in the merger that are different from and in addition to the interests of Andrew stockholders generally.

 

At the effective time of the merger, four current members of Andrew’s board of directors will be elected to ADC Andrew’s board of directors. After the merger, some of Andrew’s executive officers will remain executive officers of, or consultants to, ADC Andrew or may become employees of ADC Andrew and may be offered equity-based or other incentives to remain with the combined company. The merger will cause vesting of some outstanding equity awards under the Andrew stock plans in which Andrew’s executive officers and directors participate. In addition, the merger will trigger change-in-control provisions under agreements Andrew has entered into with its executive officers, which will entitle them to severance benefits, payments in lieu of some perquisites, continuation of some benefit plans or payments in lieu of participation in such plans, payments to cover some taxes, including some excise taxes, and payments of legal expenses incurred by executives in enforcing their agreements. Some of these payments may be made within 30 days after the completion of the merger without regard to termination of employment. Upon completion of the merger, any portion of the balance in a participant’s account under Andrew’s employee retirement benefit restoration plan that was not previously forfeited or vested will become fully vested and payable. Each such participant will be entitled to a lump sum payment of the balance in his or her plan account as determined in accordance with the terms of the plan. If the merger is completed prior to the end of the performance period applicable to performance cash awards granted under Andrew’s management incentive program, then all outstanding awards under the program that were not previously forfeited or vested will become fully vested and payable upon completion of the merger and each grantee will be entitled to a lump sum payment of his or her awards in accordance with the terms of the plan.

 

The surviving corporation will indemnify, and provide advance expenses to, each current and former director and officer of Andrew and its subsidiaries against all losses in connection with any proceeding arising out of the fact that such person was a director or officer of Andrew or its subsidiaries, to the same extent that such person was indemnified prior to the date of the merger agreement. For six years after completion of the merger, ADC Andrew will maintain policies of directors’ and officers’ liability and fiduciary insurance on terms no less favorable to the insured as those in effect as of the date of the merger agreement, subject to certain limitations, covering acts or omissions before the merger. As of June 15, 2006, Andrew’s executive officers and directors and their respective affiliates owned approximately 0.6% of the shares of outstanding Andrew common stock. As of June 21, 2006, ADC’s executive officers and directors and their respective affiliates did not beneficially own any shares of Andrew stock.

 

Such interests may influence directors in making their recommendation that you vote in favor of adoption of the merger agreement and may influence officers in supporting the merger. For more information about these interests, please see “Andrew Proposal No. 1 and ADC Proposal No. 1 — The Merger and The ADC Andrew Share Issuance — Interests of Andrew Directors and Executive Officers in the Merger.”

The value of the shares of ADC Andrew common stock that Andrew stockholders receive in the merger, as well as the percentage of the outstanding shares of capital stock of ADC Andrew held by Andrew stockholders following the merger, may decline as a result of additional acquisitions by ADC Andrew in the future.

 

After the merger, ADC Andrew may, as part of its business strategy, pursue additional acquisitions of companies or businesses. Any acquisition is subject to inherent risk and ADC Andrew cannot guarantee that it will be able to negotiate economically beneficial terms of such acquisition successfully, complete any acquisition, successfully integrate such business, retain its key employees and/or achieve the anticipated revenue, cost benefits or synergies. In connection with any potential future acquisition, ADC Andrew may issue additional shares of ADC Andrew common stock which could dilute the holdings of holders of ADC Andrew common stock at the time of such future acquisitions, including former Andrew stockholders.

 

The merger agreement limits ADC’s and Andrew’s ability to pursue an alternative transaction proposal to the merger, and requires ADC or Andrew to pay a termination fee if it does so under certain circumstances.

 

The merger agreement prohibits ADC and Andrew from soliciting, initiating, encouraging or facilitating certain alternative transaction proposals with any third party, subject to exceptions set forth in the merger agreement. See the section entitled “The Merger Agreement — Covenants — No Solicitation.” Further, the merger agreement provides that ADC or Andrew may be required to pay a termination fee to the other equal to $75 million in certain circumstances. See the section entitled “The Merger Agreement — Termination Fee” for a discussion of the circumstances in which ADC or Andrew may be required to pay a termination fee. These provisions limit ADC’s and Andrew’s ability to pursue offers from third parties that could result in greater value to shareholders of ADC or Andrew relative to the terms and conditions of the merger. ADC’s and Andrew’s obligation to pay the termination fee may discourage a third party from pursuing a competing acquisition proposal that could result in greater value to ADC or Andrew shareholders. In addition, payment of the termination fee could adversely affect the financial condition of the party making the payment.

 

Risks Related to the ADC Andrew Common Stock

 

ADC’s stock price is volatile.

 

Based on the trading history of ADC’s common stock and the nature of the market for publicly traded securities of companies in the communications industry, ADC believes that some factors have caused the market price of its common stock to fluctuate substantially. These factors are likely to cause the market price of the ADC Andrew common stock issued in the merger to fluctuate substantially. These fluctuations could occur from day-to-day or over a longer period of time. The factors that may cause such fluctuations include, without limitation:

 

 

In addition, stocks of companies in the communications industry in the past have experienced significant price and volume fluctuations that are often unrelated to the operating performance of such companies. This market volatility may adversely affect the market price of ADC’s common stock and ADC Andrew common stock after the merger.

 

ADC has not in the past and does not intend in the foreseeable future to pay cash dividends on its common stock.

 

ADC has not in the past and currently does not pay any cash dividends on its common stock and does not anticipate paying any cash dividends on its common stock in the foreseeable future. ADC Andrew intends to retain future earnings, if any, to finance its operations and for general corporate purposes.

 

Anti-takeover provisions in ADC’s charter documents, its shareowner rights plan and Minnesota law could prevent or delay a change in control of ADC.

 

Provisions of ADC’s articles of incorporation and by-laws, its shareowner rights plan (also known as a “poison pill”) and Minnesota law may discourage, delay or prevent a merger or acquisition that a shareowner may consider favorable and may limit the market price for ADC’s common stock. These provisions include the following:

 

 

Some of these provisions may discourage a future acquisition of ADC even though its shareowners would receive an attractive value for their shares or a significant number of its shareowners believe such a proposed transaction would be in their best interest.

 

Risks Associated with ADC’s Business

 

The success of ADC’s business is subject to several factors including, without limitation:

 

 

 

For additional detail regarding the risks related to the operations of ADC’s business, see the section captioned “Risks Related to Our Business” in ADC’s Annual Report on Form 10-K for the fiscal year ended October 31, 2005 and Quarterly Reports on Form 10-Q for the fiscal quarters ended January 27, 2006 and April 28, 2006, which are incorporated by reference into this joint proxy statement/prospectus.

 

Risks Associated with Andrew’s Business

 

The success of Andrew’s business is subject to several factors including, without limitation:

 

 

For additional detail regarding the risks described above, and for additional risks relating to the operations of Andrew’s business, see the section captioned “Risk Factors” in Andrew’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005, and Andrew’s Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2005 and March 31, 2006, which are incorporated by reference into this joint proxy statement/prospectus.

 

BUSINESS OF ADC

	•	Broadband Infrastructure and Access; and
	•	Professional Services.

	•	connectivity systems and components that provide the infrastructure to networks to connect Internet, data, video and voice services over copper, coaxial and fiber-optic cables; and
	•	access systems used in the last mile/kilometer of wireline and wireless networks to deliver high-speed Internet, data and voice services.

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BUSINESS OF ANDREW

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THE ADC SPECIAL MEETING

 

Date, Time and Place of the Special Meeting

 

Matters to be Considered at the Special Meeting

 

ADC Andrew Board of Directors

 

Record Date and Shares Entitled to Vote

 

Voting of Proxies; Revocation of Proxies

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Vote Required for Shareowner Approval

 

Stock Ownership of Management and Certain Shareowners

 

Quorum; Abstentions and Broker Non-Votes

 

Solicitation of Proxies; Expenses

 

Dissenters’ Rights

 

ADC Board Recommendation

37

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THE ANDREW SPECIAL MEETING

 

Date, Time and Place

 

Matters to be Considered at the Meeting

	•	To consider and vote on Proposal No. 1 to adopt the merger agreement (adoption of the merger agreement by Andrew stockholders will constitute approval of all of the transactions contemplated in the merger agreement);
	•	To consider and vote on Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary; and
	•	To transact other business as may properly come before the special meeting or any adjournments or postponements of the special meeting.

 

Record Date and Shares Entitled to Vote

 

Voting of Proxies; Revocation of Proxies

	•	phone the toll-free number listed on your proxy card and follow the recorded instructions;
	•	go to the Internet website listed on your proxy card and follow the instructions provided;
	•	complete, sign and mail your proxy card in the postage-paid envelope; or
	•	attend the special meeting and vote in person.

	•	giving written notice of revocation to the Secretary of Andrew;
	•	appearing and voting in person at the Andrew special meeting; or
	•	properly completing and executing a later dated proxy and delivering it to the Secretary of Andrew at or before the Andrew special meeting.

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Vote Required for Stockholder Approval

	•	The affirmative vote in person or by proxy of the holders of at least a majority of the issued and outstanding shares of Andrew common stock is required to adopt Proposal No. 1.
	•	Abstentions will have the same effect as votes cast against the adoption of Proposal No. 1.
	•	The failure of a stockholder to vote in person or by proxy will also have the effect of a vote against Proposal No. 1.
	•	The affirmative vote in person or by proxy of holders of a majority of the votes cast at the special meeting is required to adopt Proposal No. 2.

 

Stock Ownership of Management and Certain Stockholders

 

Quorum; Abstentions and Broker Non-Votes

 

Solicitation of Proxies; Expenses

 

Appraisal Rights

 

Andrew Board Recommendation

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ANDREW PROPOSAL NO. 1 AND ADC PROPOSAL NO. 1 — THE MERGER
AND THE ADC ANDREW SHARE ISSUANCE

 

General Description of the Merger

 

Background of the Merger

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45

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Reasons for the Merger

	•	The opportunity in a converging marketplace to combine ADC’s leading wireline connectivity solutions with Andrew’s leading wireless infrastructure solutions to create a global leader in communications network infrastructure products with greater customer and product diversity as well as greater financial resources than could have been achieved by ADC alone.
	•	The scale of the combined company will have annual sales of approximately $3.3 billion and should therefore have greater financial, operational and technical strengths and capabilities so as to be better positioned to achieve growth and maintain relevance with large customers who also are consolidating in a converged marketplace.
	•	The potential of the combined company to offer both a broader set of products to meet a wider set of product needs from customers who operate multiple types of networks in a converged marketplace as well as the unique ability of the combined company to meet the needs of wireless network providers for wireline connections and the needs of wireline providers and enterprise customers for wireless solutions.

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	•	The potential trend of service providers to source network infrastructure products from original equipment manufacturers and the potential to utilize Andrew’s relationships with original equipment manufacturers to whom Andrew already sells a significant amount of product.
	•	The opportunity to use the sales channels of each company to cross sell a broader set of products that will be offered by the combined company.
	•	The opportunity created by the enhanced geographic reach of the combined company as well as a specific opportunity to take advantage of significant operations Andrew has in emerging, lower-cost markets such as China, the Czech Republic and India.
	•	The fact that the merger is expected to result in cost synergies beginning in the first year after consummation of the merger with preliminary estimated annual pre-tax cost synergies beginning in the third year after consummation of the merger of at least $70-80 million, with potential revenue synergies presenting additional potential upside.
	•	The fact that the merger is expected to be non-dilutive to the combined company’s earnings per share in the first year and accretive thereafter, excluding purchase accounting adjustments and other acquisition-related expenses.
	•	The ability of the management teams of both ADC and Andrew to provide management continuity to support the integration of the two companies and the experienced senior management team of the combined company resulting from the merger.
	•	The board’s and management’s assessment that the merger and Andrew’s operating strategy are consistent with ADC’s long-term strategic objectives to be a global leader in communications network infrastructure.
	•	Historical and current information about each of ADC and Andrew and their respective businesses, prospects, financial performance and condition, operations, technology, management and competitive position, before and after giving effect to the merger and the merger’s potential effect on stockholder value, including public reports filed with the SEC, analyst estimates, market data and management’s knowledge of the telecommunications industry.
	•	The opinion of DrKW, ADC’s financial advisor, that, as of May 30, 2006 and based on and subject to the factors and assumptions set forth in its written opinion, the exchange ratio of 0.57 shares of ADC Andrew common stock to be issued in exchange for each share of Andrew common stock pursuant to the merger agreement was fair to ADC from a financial point of view, and the related financial analyses and presentations.
	•	The results of the due diligence review of Andrew’s businesses and operations by ADC’s management, legal advisors and financial advisors.
	•	The terms and conditions of the merger agreement, including the following related factors:

n	the determination that an exchange ratio that is fixed and not subject to adjustment is appropriate to reflect the strategic purpose of the merger and consistent with market practice for a merger of this type and that a fixed exchange ratio fairly captures the respective ownership interests of the ADC and Andrew shareholders in the combined company based on valuations of ADC and Andrew at the time of the board’s approval of the merger agreement and avoids fluctuations caused by near-term market volatility;
n	the reciprocal requirement that the merger agreement be submitted to a vote of the stockholders of Andrew and that the issuance of shares of ADC Andrew common stock in the merger be submitted to a vote of the shareowners of ADC;
n	the fact that the merger agreement is not subject to termination solely as a result of any change in the trading price of either ADC’s or Andrew’s stock between signing of the merger agreement and consummation of the merger;
n	the nature of the conditions to Andrew’s obligation to consummate the merger and the limited risk of non-satisfaction of such conditions;

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n	the no-solicitation provisions governing Andrew’s ability to engage in negotiations with, provide any confidential information or data to, and otherwise have discussions with, any person relating to an alternative acquisition proposal;
n	the limited ability of the parties to terminate the merger agreement; and
n	the possible effects of the provisions regarding termination fees.

	•	The likelihood that the merger will be consummated on a timely basis, including the likelihood that the merger will receive all necessary regulatory antitrust approvals.
	•	The likelihood of retaining key Andrew employees to help manage the combined entity.

	•	The risks, challenges and costs inherent in combining the operations of two major telecommunications equipment providers and the substantial expenses to be incurred in connection with the merger, including the possibility that delays or difficulties in completing the integration could adversely affect the combined company’s operating results and preclude the achievement of some benefits anticipated from the merger.
	•	The possible volatility, at least in the short term, of the trading price of ADC’s common stock resulting from the merger announcement.
	•	The possible effects of increasing commodities prices, including the price of copper, and raw materials costs on operating margins.
	•	The challenge posed by integrating different operating models and the potential for incompatibility of different business cultures.
	•	The possible loss of key management, technical or other personnel of either of the combining companies as a result of the management and other changes that will be implemented in integrating the businesses.
	•	The risk of diverting management’s attention from other strategic priorities to implement merger integration efforts.
	•	The negative impact of any customer reductions or delays in purchase commitments after the announcement of the merger.
	•	The risk that regulators would require the satisfaction of certain regulatory conditions that may have the effect of imposing additional costs on ADC or otherwise reducing the benefits to ADC if the merger is consummated.
	•	The potential loss of one or more large customers or partners of either company as a result of any such customer’s or partner’s unwillingness to do business with the combined company.
	•	The possibility that the reactions to the combination of the two businesses by existing and potential competitors could adversely impact the competitive environment in which the companies operate.
	•	The risk that the merger might not be consummated in a timely manner or at all.
	•	The risk to ADC’s business, sales, operations and financial results in the event that the merger is not consummated.
	•	The risk that the anticipated benefits of product integration and interoperability and cost savings will not be realized.
	•	The fact that the merger agreement contains contractual restrictions on the conduct of ADC’s business prior to completion of the merger.
	•	Various other applicable risks associated with the combined company and the merger, including those described in the section of this joint proxy statement/prospectus entitled “Risk Factors.”

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	•	the combined company is expected to be a leading wireline and wireless network connectivity company with greater customer, industry, product diversity and increased financial resources than could have been achieved alone;
	•	the combined company will be significantly larger than Andrew, with combined annual sales of approximately $3.3 billion, and should have greater financial, operational and technical strengths and capabilities, which should enable the combined company to consider and more effectively pursue additional opportunities for growth;
	•	the recent consolidation of service providers, such as AT&T and SBC, AT&T and Bell South, Sprint and Nextel, and Verizon and MCI, and other customers of Andrew. As a result of this consolidation, service providers are now larger and offer a wider suite of products and services to their customers, and customers are moving toward a single source for wireline and wireless network products, including next-generation wireless, broadband, video, data and voice services. Vendors of communications equipment have also been consolidating in order to have sufficient scale, product breadth and geographic reach to adequately meet the needs of their larger customers, and the Andrew board believes that the merger will position the combined company to meet these demands;
	•	the financial and operating strength of ADC, including its leading position in wireline connectivity solutions combined with Andrew’s leading position in wireless solutions is expected to enable the combined company to realize significant growth through cross-selling and enhanced geographic reach;
	•	the fact that Andrew’s board of directors concluded that the merger with ADC would likely yield greater benefits to Andrew’s stockholders than the other potential strategic and financial alternatives available to Andrew;

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	•	the assessment by Andrew’s board of directors of the value of the shares of ADC common stock to be received by Andrew stockholders in the merger and the implied premium represented over various historical prices of Andrew common stock;
	•	the comparison of the premium implied by the exchange ratio ADC offered when compared to various segmentations of similarly sized transactions historically;
	•	the assessment of information regarding historical market prices and other information with respect to Andrew common stock and ADC common stock and the financial performance and condition, assets, liabilities, business operations and prospects of each of Andrew and ADC and their projected future values as separate entities and on a combined basis;
	•	the expected increase in revenue growth and improved gross and operating margins of the combined company when compared to Andrew’s historical and projected operating performance;
	•	the reduction in overall exposure of the combined company’s business units to increasing copper prices due to greater diversification of product lines;
	•	the merger is expected to result in cost synergies beginning in the first year after consummation of the merger with preliminary estimated annual pre-tax cost synergies beginning in the third year after consummation of the merger of at least $70-80 million, with potential revenue synergies presenting additional potential upside and, as stockholders in the combined company, Andrew stockholders would be expected to enjoy a pro rata benefit from any realized synergies;
	•	the merger is expected to be non-dilutive to the combined company’s earnings per share in the first year and accretive thereafter, excluding purchase accounting adjustments and other acquisition-related expenses;
	•	the expectation that increased revenue scale and breadth of customers could strengthen the combined company’s competitive position in the midst of consolidation among service providers and OEM’s while also increasing scale with its supplier base;
	•	the opinion of Merrill Lynch to Andrew’s board of directors to the effect that, as of May 30, 2006 and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the exchange ratio pursuant to the merger of 0.57 was fair, from a financial point of view, to the holders of Andrew common stock;
	•	the fact that Andrew stockholders will own approximately 44% of the combined company on a fully diluted basis and will have an opportunity to participate in the potential growth of the combined company;
	•	the fact that the merger is expected to be tax-free to Andrew stockholders, except with respect to cash received in lieu of fractional shares of ADC Andrew common stock;
	•	the results of the business, legal and financial due diligence investigations of ADC conducted by Andrew’s management and legal and financial advisors, and the resulting favorable conclusions by the parties conducting the due diligence;
	•	the belief of Andrew’s board of directors that the terms of the merger agreement, including the parties’ mutual representations, warranties and covenants, are reasonable; and
	•	the fact that, under the terms of the merger agreement, four members of the combined company’s board of directors will be Andrew designees.

	•	the risk that the merger might not be completed as a result of a failure to satisfy one or more conditions to the merger;

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	•	the risk that the operations of the two companies may not be successfully integrated and the possibility of not achieving the anticipated synergies and other benefits sought to be obtained from the merger;
	•	the fact that the exchange ratio is fixed and, as a result, there is a possibility that the value of the shares of ADC common stock to be received by Andrew stockholders in the merger could be more or less at closing than at the time of announcement of the merger;
	•	the limitations on Andrew’s ability to solicit other offers as well as the possibility that it could be required to pay a termination fee of $75 million in various circumstances;
	•	the adverse impact that business uncertainty pending completion of the merger could have on the ability to attract, retain and motivate key personnel until the merger is completed;
	•	the fact that the merger agreement contains contractual restrictions on the conduct of our business prior to the completion of the merger; and
	•	other matters described in the section entitled “Risk Factors.”

 

ADC Board of Directors’ Recommendation

 

Andrew Board of Directors’ Recommendation

 

Opinion of ADC’s Financial Advisor

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	•	a draft of the merger agreement, dated as of May 26, 2006, and assumed that the final form of the merger agreement did not differ in any material respect from the draft provided to DrKW;
	•	certain publicly available business and financial information relating to ADC and Andrew for recent years and interim periods; and
	•	certain internal financial and operating information, including financial forecasts, analyses and projections prepared by or on behalf of ADC and Andrew and provided to DrKW for purposes of its analysis.

	•	certain financial and stock market data relating to ADC and Andrew and compared that data with similar data for certain other companies, the securities of which are publicly traded, that DrKW believes may be relevant or comparable in certain respects to ADC and Andrew or one or more of their respective businesses or assets; and
	•	the financial terms of certain recent acquisitions and business combination transactions in the wireless equipment and communications cable equipment industries specifically, and in the technology industry generally, that DrKW believes to be reasonably comparable to the merger or otherwise relevant to DrKW’s inquiry.

	•	the accuracy and completeness of all of the historical financial and other information provided to or discussed with DrKW or publicly available; and
	•	the reasonableness and accuracy of the financial projections, forecasts and analyses provided to DrKW, including estimates of savings and other operating efficiencies expected to result from consummation of the merger.

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	•	56.8% to 64.6% when calculated using historical and projected revenues,
	•	45.1% to 57.8% when calculated using historical and projected gross profit,
	•	39.1% to 70.2% when calculated using historical and projected EBITDA,
	•	29.3% to 78.5% when calculated using historical and projected adjusted operating profit,
	•	13.3% to greater than 100% when calculated using historical and projected GAAP net income,
	•	18.6% to 71.1% when calculated using historical and projected adjusted net income and
	•	21.6% to 66.4% when calculated using historical and projected adjusted cash net income.

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	•	without giving effect to potential cost and revenue synergies, the merger could be dilutive to ADC’s GAAP, adjusted and cash adjusted earnings per share in fiscal years 2007, 2008 and 2009;
	•	giving effect to potential cost synergies, the merger could be accretive to ADC’s (i) GAAP and adjusted earnings per share beginning in fiscal year 2009 and (ii) cash adjusted earnings per share beginning in fiscal year 2007; and
	•	giving effect to both potential cost and revenue synergies, the merger could be accretive to ADC’s (i) GAAP earnings per share beginning in fiscal year 2008, (ii) adjusted earnings per share beginning in fiscal year 2009 and (iii) cash adjusted earnings per share beginning in fiscal year 2007.

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