CommScope, Inc. (NYSE: CTV), a global leader in infrastructure solutions for communications networks, has filed with the Securities and Exchange Commission definitive proxy materials in connection with the proposed transaction with global alternative asset manager The Carlyle Group. The company expects to commence mailing of the definitive proxy materials to CommScope stockholders this week. As previously announced on October 27, 2010, CommScope entered into a merger agreement with an affiliate of Carlyle, pursuant to which Carlyle will acquire all of the outstanding shares of CommScope common stock for $31.50 per share in cash.
A special meeting of CommScope stockholders to consider and vote upon the proposed transaction will be held at 2 p.m. EST on December 30, 2010, at the offices of Robinson, Bradshaw & Hinson, P.A., 101 North Tryon Street, Suite 1900, Charlotte, North Carolina. CommScope stockholders of record as of the close of business on December 3, 2010, are entitled to vote at the special meeting.
CommScope’s board of directors has unanimously approved the Carlyle transaction and recommends that all CommScope stockholders vote “FOR” the approval of the merger agreement and the merger. Adoption of the merger agreement and the merger requires the approval of a majority of the outstanding shares of CommScope common stock entitled to vote at the meeting.
As previously announced, CommScope was granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed Carlyle transaction. The transaction remains subject to antitrust clearance in certain foreign jurisdictions and approval of CommScope stockholders, as well as other customary closing conditions, and is expected to close in the first quarter of 2011.
CommScope stockholders are encouraged to read the company’s definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the board of directors’ unanimous recommendation that stockholders vote “FOR” the approval and adoption of the merger agreement and the merger.