CommScope, Inc. (NYSE: CTV), a global leader in infrastructure solutions for communications networks, today announced that Glass Lewis & Co., a leading independent proxy advisory firm, recommends that CommScope stockholders vote “FOR” the company’s proposed merger with an affiliate of global alternative asset manager The Carlyle Group at the special meeting of stockholders, scheduled for December 30, 2010.
Both Glass Lewis and another leading independent proxy advisory firm, ISS, have recommended that CommScope stockholders vote for “FOR” the proposed transaction with Carlyle.
“We are pleased Glass Lewis has joined ISS in recommending that CommScope stockholders vote in favor of the proposed transaction with Carlyle,” said Frank Drendel, chairman of the board and chief executive officer, CommScope. “We continue to believe that this transaction is in the best interests of CommScope’s stockholders, customers and employees, and we urge all stockholders to vote ‘FOR’ the merger today.”
As previously announced, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the merger. The transaction remains subject to antitrust clearance in the People’s Republic of China and approval of CommScope stockholders, as well as other customary closing conditions, and is expected to close in the first quarter of 2011.
CommScope noted that the 30-calendar day waiting period in the People’s Republic of China for review of the company’s specific Chinese antitrust filings has commenced and is expected to conclude in early January.
Under the terms of the definitive merger agreement between CommScope and Carlyle, previously announced on October 27, 2010, funds affiliated with Carlyle will acquire all 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.