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As filed with the Securities and Exchange Commission on October 11, 2007

Registration No. 333-145398

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

AMENDMENT NO. 2
TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CommScope, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
organization)		   3663
(Primary Standard Industrial Classification
Code Number)		   36-4135495
(I.R.S. Employer
Identification Number)

1100 CommScope Place, SE
P.O. Box 339
Hickory, North Carolina 28602
(828) 324-2200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Frank B. Wyatt, II
Senior Vice President, General Counsel and Secretary
1100 CommScope Place, SE
P.O. Box 339
Hickory, North Carolina 28602
(828) 324-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lois Herzeca
Fried, Frank, Harris, Shriver &
Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000		   Justin Choi
Senior Vice President, General
Counsel and Secretary
Andrew Corporation
3 Westbrook Center
Westchester, Illinois 60154
(708) 236-6600		   James Lidbury
Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606
(312) 782-0600

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this Registration Statement and upon completion of the merger described in the enclosed proxy statement/prospectus.

        If any of the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the registration statement for the same offering. o

        The Registrant hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. CommScope may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This 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.

SUBJECT TO COMPLETION, DATED OCTOBER 11, 2007.

LOGO

SPECIAL MEETING OF STOCKHOLDERS
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

        The board of directors of Andrew Corporation has approved a merger to effect the acquisition of Andrew by CommScope, Inc., and Andrew is soliciting the vote of its stockholders to approve the merger.

        If the merger is consummated, Andrew will become an indirect wholly owned subsidiary of CommScope and holders of Andrew common stock will receive for each share of Andrew common stock they own $13.50 in cash plus the stub portion of the merger consideration which, at the election of CommScope, will consist of either (i) $1.50 in cash, (ii) a fraction of a share of CommScope common stock equal to (A) $1.50 divided by (B) the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending two trading days prior to the day on which the merger becomes effective or (iii) a combination of cash and a fraction of a share of CommScope common stock (determined as described above) together equaling $1.50. If the stub portion of the merger consideration includes a fraction of a share of CommScope common stock, no assurance can be given that the actual market value of the stub portion will equal or exceed $1.50 after the merger. If CommScope elects to pay the stub portion of the merger consideration entirely in shares of CommScope common stock, approximately 4.9 million shares of CommScope common stock would be issued in connection with the merger, representing approximately 7% of the outstanding shares of CommScope common stock immediately following the consummation of the merger, based on the closing price of a share of CommScope common stock on, and the number of shares of CommScope common stock outstanding as of, September 21, 2007. If CommScope elects to pay the stub portion of the merger consideration entirely in cash, no shares of CommScope common stock would be issued in connection with the merger. CommScope common stock is listed on the New York Stock Exchange under the symbol "CTV". On    •    , 2007, the last trading day before the date of this proxy statement/prospectus, the closing price of CommScope common stock was $    •    per share. Andrew common stock is listed on the Nasdaq Global Market under the symbol "ANDW". On    •    , 2007, the closing price of Andrew common stock was $    •    per share.

        At the special meeting, stockholders of Andrew will be asked to adopt the merger agreement.

        The date, time and place of the special meeting is as follows:

    •    , 2007
    •     , local time
 [Location]

        This proxy statement/prospectus provides you with information about CommScope, Andrew and the proposed merger. You may obtain other information about CommScope and Andrew from documents filed with the Securities and Exchange Commission. We encourage you to read this entire proxy statement/prospectus carefully.

    LOGO

 
 
Ralph E. Faison
President and Chief Executive Officer
Andrew Corporation

        FOR A DISCUSSION OF SIGNIFICANT MATTERS THAT SHOULD BE CONSIDERED BEFORE VOTING AT THE SPECIAL MEETING, SEE THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE     •    .

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORS HAVE APPROVED OR DISAPPROVED THE SHARES OF COMMSCOPE COMMON STOCK THAT MAY BE ISSUED IN THE MERGER OR DETERMINED WHETHER THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        This proxy statement/prospectus is dated    •    , 2007, and is first being mailed to the stockholders of Andrew on or about     •    , 2007.

        THIS 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.

GRAPHIC

ANDREW CORPORATION
3 Westbrook Corporate Center
Westchester, IL 60154
(708) 236-6600

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON    •    , 2007

To the stockholders of Andrew Corporation:

        You are cordially invited to attend a special meeting of stockholders of Andrew Corporation, a Delaware corporation, to be held on    •    , 2007 at     •    , local time, at    •    , for the following purposes:

        You are entitled to vote only if you were a holder of Andrew common stock at the close of business on    •    , 2007.

        YOUR PROXY IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE VOTE IN ANY ONE OF THE FOLLOWING WAYS:


    By Order of the Board of Directors,

 
 
GRAPHIC
    Justin C. Choi,
Senior Vice President, General Counsel and Secretary

Westchester, Illinois
    •    , 2007

        ANDREW'S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT ADOPTION OF THE MERGER AGREEMENT IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ANDREW AND ITS STOCKHOLDERS, AND RECOMMENDS THAT ANDREW STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 1 AND "FOR" PROPOSAL NO. 2.


ADDITIONAL INFORMATION

        This proxy statement/prospectus "incorporates by reference" important business and financial information about CommScope and Andrew from documents that are not included in or delivered with this proxy statement/prospectus. For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled "Where You Can Find More Information."

        You may also obtain any of the documents incorporated by reference from the appropriate company, the Securities and Exchange Commission, which we refer to as the SEC, or the SEC's Internet web site at http://www.sec.gov. Documents incorporated by reference in this proxy statement/prospectus are available from the appropriate company without charge, excluding all exhibits unless specifically incorporated by reference in such documents. Stockholders may obtain documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses:


CommScope, Inc.
Attn: Investor Relations
1100 CommScope Place, S.E.
P.O. Box 339
Hickory, North Carolina 28602
Telephone: (828) 324-2200
E-mail: investor.relations@CommScope.com

or

Andrew Corporation
Attn: Investor Relations
3 Westbrook Corporate Center
Suite 900
Westchester, Illinois 60154
Telephone: (800) 232-6767
E-mail: investor.relations@andrew.com

or

Morrow & Co., Inc.
470 West Avenue
Stamford, Connecticut 06902
Call Toll-Free (800) 607-0088
E-mail: Andrew.info@morrowco.com

        If you would like to request documents, please do so by    •    , 2007, which is five business days before the special meeting, to receive them before the special meeting. If you request any information that is incorporated by reference into this proxy statement/prospectus, the appropriate company will respond to your request within one business day of receipt of your request, and send the requested documents to you by first class mail, or other equally prompt means.

ii

ADDITIONAL INFORMATION   ii
QUESTIONS AND ANSWERS ABOUT THE MERGER   1
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS   7
MARKET PRICE AND DIVIDEND INFORMATION   14
SELECTED HISTORICAL FINANCIAL DATA OF COMMSCOPE   16
SELECTED HISTORICAL FINANCIAL DATA OF ANDREW   18
SELECTED PRO FORMA FINANCIAL DATA   20
UNAUDITED COMPARATIVE HISTORICAL AND PER SHARE DATA   23
FORWARD-LOOKING INFORMATION   24
RISK FACTORS   26
BUSINESS OF COMMSCOPE   47
BUSINESS OF ANDREW   48
THE SPECIAL MEETING   50
  Date, Time and Place   50
  Matters to be Considered at the Meeting   50
  Record Date and Shares Entitled to Vote   50
  Voting of Proxies; Revocation of Proxies   50
  Vote Required for Stockholder Approval   51
  Stock Ownership of Management and Certain Stockholders   51
  Quorum; Abstentions and Broker Non-Votes   51
  Solicitation of Proxies; Expenses   51
  Appraisal Rights   52
  Andrew Board Recommendation   55
PROPOSAL NO. 1—THE MERGER   56
  General Description of the Merger   56
  Background of the Merger   56
  Andrew's Reasons for the Merger   60
  Andrew Board of Directors' Recommendation   63
  Opinion of Andrew's Financial Advisor   63
  CommScope's Reasons for the Merger   71
  Interests of Andrew Directors and Executive Officers in the Merger   71
  Regulatory Approvals Required for the Merger   83
  Restrictions on Sales of Shares to be Received in the Merger   83
  Listing of CommScope Common Stock   84
  Delisting and Deregistration of Andrew Common Stock   84
  Appraisal Rights   84
  Anticipated Accounting Treatment of the Merger   84
  CommScope Board of Directors   84
  Financing   84
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES   87
THE MERGER AGREEMENT   90
  Structure of the Merger   90
  When the Merger Becomes Effective   91
  Merger Consideration   91
  Listing of CommScope Common Stock   92
  Treatment of Stock Options and Restricted Stock Units   92
  Treatment of Andrew Warrant and Andrew Notes   93
  Exchange of Shares and Certificates   94
  Covenants Relating to Conduct of Business   95
  Other Covenants and Agreements   100
  Representations and Warranties   101
     

iii

  Conditions to Completion of the Merger   102
  Termination of Merger Agreement   104
  Termination Fee   105
  Amendments, Extensions and Waivers   107
  Andrew Charter and By-laws   107
PROPOSAL NO. 2—POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING   108
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS   109
COMPARISON OF RIGHTS OF STOCKHOLDERS OF COMMSCOPE AND STOCKHOLDERS OF ANDREW   119
LEGAL MATTERS   127
EXPERTS   127
FUTURE ANDREW STOCKHOLDER PROPOSALS   127
WHERE YOU CAN FIND MORE INFORMATION   127

Annex A—Agreement and Plan of Merger
 
 
Annex B—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated    
Annex C—Section 262 of the Delaware General Corporation Law    

iv


QUESTIONS AND
ANSWERS ABOUT THE MERGER

Q:
WHAT IS THE MERGER?

A:
CommScope and Andrew have entered into an Agreement and Plan of Merger, dated as of June 26, 2007, which we refer to in this proxy statement/prospectus as the merger agreement. The merger agreement contains the terms and conditions of the proposed acquisition of Andrew by CommScope. Under the merger agreement, Andrew and DJRoss, Inc., an indirect wholly owned subsidiary of CommScope, will merge, with Andrew surviving as an indirect wholly owned subsidiary of CommScope. This transaction is referred to as the merger. For a more complete description of the merger, see the section entitled "Proposal No. 1—The Merger."

Q:
WHAT WILL ANDREW STOCKHOLDERS RECEIVE IN THE MERGER?

A:
As a result of the merger, Andrew stockholders will receive for each share of Andrew common stock they own

•
$13.50 in cash, plus

•
what we refer to as the stub portion of the merger consideration, which, at the election of CommScope, will consist of either

•
$1.50 in cash;

•
a fraction of a fully paid and nonassessable share of CommScope common stock equal to (A) $1.50 divided by (B) the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending two trading days prior to the day on which the merger becomes effective; or

•
a combination of cash and a fraction of a share of CommScope common stock (determined as described above) together equaling $1.50.
Q:
WHAT WILL BE THE NAME AND TRADING SYMBOL OF THE COMPANY AFTER THE MERGER?

A:
Following the merger, CommScope will retain its name and will continue to have its common stock listed on the New York Stock Exchange under the symbol "CTV" and Andrew common stock will be delisted from the Nasdaq Global Market and will no longer be registered under the Securities Exchange Act of 1934, as amended, and there will be no further market for Andrew common stock.

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

A:
If CommScope elects to pay the stub portion of the merger consideration entirely in shares of CommScope common stock, approximately 4.9 million shares of CommScope common stock would be issued in respect of Andrew common stock, the Andrew notes, and Andrew stock options and restricted shares in connection with the merger, representing approximately 7% of the outstanding

1

Q:
WHO WILL SERVE ON THE BOARD OF DIRECTORS OF COMMSCOPE AFTER THE MERGER?

A:
There will be no change in the board of directors of CommScope as a result of the merger.

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

A:
You are receiving this proxy statement/prospectus because you have been identified as a stockholder of Andrew. Stockholders of Andrew are entitled to vote at the special meeting. This document serves as a proxy statement of Andrew, used to solicit proxies for the special meeting, and as a prospectus of CommScope, which may be used to offer shares of common stock, along with cash, 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 meeting and you should read it carefully.

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

A:
The special meeting of Andrew is scheduled to take place at    •    , local time, on     •    , 2007, at    •    .

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

A:
Holders of record of Andrew common stock as of the close of business on    •    , 2007, which we refer to as the record date, are entitled to vote at the special meeting. Each Andrew stockholder has one vote for each share of Andrew common stock that the stockholder owns on the record date. On     •    , 2007, there were    •    shares of Andrew common stock outstanding.

Q:
WHAT VOTE IS REQUIRED TO APPROVE THE MERGER?

A:
Andrew stockholders must adopt the merger agreement, which adoption requires the affirmative vote of the holders of at least a majority of the shares of Andrew common stock issued and outstanding on the 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 stockholder approval 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 proxy statement/prospectus and the merger agreement attached to this proxy statement/prospectus as Annex A.

Q:
DO ANDREW'S STOCKHOLDERS HAVE PROTECTION AGAINST FLUCTUATIONS IN THE MARKET VALUE OF SHARES OF COMMSCOPE'S COMMON STOCK BETWEEN NOW AND THE EFFECTIVE TIME OF THE MERGER?

A:
Yes. CommScope can elect to use CommScope common stock to pay all or part of the stub portion of the merger consideration to be received by Andrew's stockholders in the merger. The

2

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

A:
All Andrew stock options will vest automatically as a result of the merger. Prior to the effective time of the merger, holders of Andrew stock options may elect to have some or all of their stock options cancelled as of the effective time of the merger in which case such holder will receive with respect to each share of Andrew common stock subject to the cancelled stock option an amount equal to the merger consideration less the exercise price of such cancelled stock option. Holders of Andrew stock options who do not elect to have their stock options cancelled as described in the previous sentence will have each non-cancelled stock option converted into an option to acquire a number of shares of CommScope common stock (the determination of the number of shares of CommScope common stock covered by such option in such conversion and the exercise price applicable to such converted option are described in more detail herein). For further information, 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:
At the effective time of the merger, except as described below, each restricted stock unit (including performance stock units) will be assumed by CommScope and will be converted into the right to receive, upon vesting (which vesting will occur at the effective time of the merger to the extent provided in the applicable stock plans of Andrew or the terms of any restricted stock unit award agreement), shares of CommScope common stock (if CommScope common stock is issued as part of the merger consideration) and cash; the method for determining the number of shares of CommScope common stock and the amount of cash to be received are described in more detail herein. However, to the extent provided in the applicable stock plans of Andrew or the terms of any restricted unit award agreement, a restricted stock unit will vest at the effective time of the merger and will be cancelled as of the effective time for an all-cash payment of $15.00 for each share of Andrew common stock underlying the restricted stock unit. For further information, 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 will be a taxable transaction for U.S. federal income tax purposes to a holder of Andrew common stock. The receipt of cash and CommScope common stock by a holder of Andrew common stock will cause the holder to recognize gain or loss for U.S. federal income tax purposes measured by the difference, if any, between the cash and the value of CommScope common stock the holder of Andrew common stock receives in the merger and the adjusted tax basis of the holder's shares of Andrew common stock.

3

Q:
WHAT IS PROPOSAL NO. 2?

A:
If Andrew fails to receive a sufficient number of votes to approve Proposal No. 1, Andrew may propose to adjourn the 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. Andrew does not intend to propose adjournment at the special meeting if there are sufficient votes to approve Proposal No. 1. Andrew's proposal to adjourn the special meeting, if necessary, to solicit additional proxies is referred to herein as Proposal No. 2.

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 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 Special Meeting—Board Recommendation," "Proposal No. 1—The Merger—Reasons for the Merger" and "Proposal No. 2—Possible Adjournment of the Special Meeting."

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

A:
You should carefully review the section of this proxy statement/prospectus entitled "Risk Factors," which presents risks and uncertainties related to the merger, CommScope common stock and the business of each of CommScope and Andrew.

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

A:
We anticipate that the consummation of the merger will occur by the end of 2007, but we cannot predict the exact timing. For further information, 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 proxy statement/prospectus carefully, including its annexes and exhibits, 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 special meeting. You may provide your proxy instructions in one of three different ways:

•
Mail your signed and completed 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.
Q:
WHAT HAPPENS IF I DO NOT VOTE, DO NOT FULLY COMPLETE OR RETURN A PROXY CARD OR OTHERWISE PROVIDE PROXY INSTRUCTIONS?

A:
Proposal No. 1—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

4

Q:
MAY I VOTE IN PERSON?

A:
If your shares are registered directly in your name with Andrew's transfer agent, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you on behalf of Andrew. If you are an Andrew stockholder of record, you may attend the special meeting to be held on    •    , 2007, and vote your shares in person, rather than signing and returning your proxy card or otherwise providing proxy instructions.
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 special meeting. 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).
Q:
SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

5

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 the exchange agent receives your completed letter of transmittal and Andrew stock certificates. If you hold shares through a brokerage account, your broker will surrender the necessary stock certificates to the exchange agent.

Q:
AM I ENTITLED TO APPRAISAL RIGHTS?

A:
Under the General Corporation Law of Delaware, which we refer to as the DGCL, holders of Andrew common stock are entitled to appraisal rights in connection with the merger, but in order to exercise such appraisal rights a holder of Andrew common stock must comply with the applicable Delaware statute. For further information, see the section entitled "The Special Meeting—Appraisal Rights" for additional information.

Q:
WHO IS PAYING FOR THIS PROXY SOLICITATION?

A:
Andrew is conducting this proxy solicitation and will bear the cost of soliciting proxies, including the preparation, assembly, printing and mailing of this proxy statement/prospectus, the proxy card and any additional information furnished to stockholders. Andrew has retained Morrow & Co., Inc. to aid in Andrew's proxy solicitation process. Andrew estimates that its proxy solicitor fees will be approximately $10,000, plus reimbursement of out-of-pocket expenses. 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 THE SPECIAL MEETING IN PERSON?

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

Q:
WHO CAN HELP ANSWER MY QUESTIONS?

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

6


SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

        This summary highlights selected information from this document and may not contain all information that is important to you. To understand the merger more fully, you should read carefully this entire document, including its annexes and exhibits, and the documents incorporated by reference into this document. For further information, including a list of documents incorporated by reference, see the section entitled "Where You Can Find More Information." The merger agreement is attached as Annex A to this proxy statement/prospectus. We encourage you to read the merger agreement as it, and not this description, is the legal document that governs the merger.

Comparative Per Share Market Price Information

        CommScope common stock is listed on the New York Stock Exchange under the symbol "CTV". Andrew common stock is listed on the Nasdaq Global Market under the symbol "ANDW". On June 26, 2007, the last full trading day prior to the public announcement of the proposed merger, CommScope common stock closed at $55.16 per share on the New York Stock Exchange and Andrew common stock closed at $12.98 per share on the Nasdaq Global Market. On    •    , 2007, the last full trading day prior to the date of this proxy statement/prospectus, CommScope common stock closed at $    •    per share on the New York Stock Exchange and Andrew common stock closed at $    •    per share on the Nasdaq Global Market. For further information, see the section entitled "Market Price and Dividend Information" for additional historical prices of CommScope common stock and Andrew common stock.

The Companies

        CommScope is a world leader in infrastructure solutions for communications networks. CommScope's highly-engineered cable and connectivity solutions enable a host of information-rich and interactive services that are delivered to the home, office and mobile devices. CommScope focuses on the "last mile" in communications networks, which is the distribution access, or final link to the customer. CommScope believes it is a global leader in structured cabling solutions for business enterprise applications and a global leader in broadband coaxial cables for the cable television industry. CommScope also designs, manufactures and markets a broad line of high-performance electronic, coaxial, and fiber optic cables and related products for data networking, Internet access, wireless communication, telephony and other broadband applications. In addition, CommScope is an industry leader in the design and manufacture of environmentally secure enclosures to integrate complex equipment for digital subscriber line (DSL) and Fiber-to-the-Node (FTTN) deployments by telecommunication service providers in the United States.

        DJRoss, Inc. is an indirect wholly owned subsidiary of CommScope that was incorporated in Delaware on June 19, 2007. DJRoss does not engage in any operations and exists solely to facilitate the merger. For additional information about CommScope, see the section entitled "Business of CommScope."

7

        Andrew Corporation designs, manufactures and delivers innovative and essential equipment and solutions for the global communications infrastructure market. Andrew serves operators and original equipment manufacturers from facilities in 35 countries. Andrew, headquartered in Westchester, Illinois, is an S&P Midcap 400 company founded in 1937. For additional information about Andrew, see the section entitled "Business of Andrew."

The Special Meeting

        Date, Time and Place.    The special meeting will take place at    •    , on     •    , 2007 at    •    , local time.

        What you are being asked to vote on.    At the special meeting, Andrew stockholders will vote on Proposal No. 1 to adopt the merger agreement and Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. Adoption of the merger agreement by Andrew stockholders will constitute approval of all of the transactions contemplated in the merger agreement.

        Who may vote.    You may vote at the special meeting if you owned Andrew common stock at the close of business on the record date,    •    , 2007. On that date, there were    •    shares of Andrew common stock outstanding and entitled to vote. You may cast one vote for each share of Andrew common stock that you owned on the record date.

        What vote is needed.    The affirmative vote in person or by proxy of the holders of at least a majority of the shares of Andrew common stock issued and outstanding on the record date is required to approve Proposal No. 1. Approval of Proposal No. 2 requires the affirmative vote of the holders of at least a majority of the shares of Andrew common stock present in person or represented by proxy at the special meeting and entitled to vote on the matter, if a quorum is present.

        Share Ownership of Management.    As of August 7, 2007, shares representing approximately 0.3% of the outstanding shares of Andrew common stock were held by Andrew's directors, executive officers and their respective affiliates.

        For further information regarding the special meeting, see the section entitled "The Special Meeting."

Recommendations to Stockholders of Andrew

        After careful consideration, Andrew's board of directors recommends that Andrew stockholders vote "FOR" Proposal No. 1 to adopt the merger agreement and "FOR" Proposal No. 2 to adjourn the special meeting to solicit additional proxies for approval of Proposal No. 1, if necessary. For further information, see the section entitled "The Special Meeting—Andrew Board Recommendation."

Structure of the Merger

        In the merger, DJRoss, Inc., an indirect wholly owned subsidiary of CommScope, will merge with and into Andrew, and Andrew will become an indirect wholly owned subsidiary of CommScope. Holders of Andrew common stock will receive, for each share of Andrew common stock they own, the merger consideration consisting of (1) $13.50 in cash and (2) the stub portion of the merger consideration, which will consist of, at CommScope's election, either (i) $1.50 in cash, (ii) a fraction of a fully paid and nonassessable share of CommScope common stock equal to (A) $1.50 divided by (B) the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending two trading days prior to the day on which the merger becomes effective, or (iii) a combination of cash and a fraction of a share of CommScope common stock (determined as described above) together equaling $1.50. All Andrew stock options will vest

8


automatically as a result of the merger and holders of Andrew stock options may elect to cancel some or all of their stock options as of the effective time of the merger, in which case they will be entitled to receive in respect of each share of common stock subject to such cancelled options an amount equal to the merger consideration less the exercise price of such options. If the holders of Andrew stock options do not elect to cancel their stock options, such Andrew stock options will be converted into options to acquire CommScope common stock (the number of shares of CommScope common stock to be represented by such converted stock option is determined as described in the merger agreement). At the effective time of the merger, except as described below, each restricted stock unit (including performance stock units) will be assumed by CommScope and will be converted into the right to receive, upon vesting (which vesting will occur at the effective time of the merger to the extent provided in the applicable stock plans of Andrew or the terms of any restricted stock unit award agreement), the merger consideration. However, to the extent provided in the applicable stock plans of Andrew or the terms of any restricted stock unit award agreement, a restricted stock unit will vest at the effective time of the merger and will be cancelled as of the effective time for an all-cash payment of $15.00 for each share of Andrew common stock underlying the restricted stock unit. The warrant issued to TruePosition, Inc. for the purchase of 1,000,000 shares of Andrew common stock at an exercise price of $17.70 per share of Andrew common stock, which we refer to as the Andrew warrant, will become exercisable for the merger consideration in accordance with the terms of the Andrew warrant. The 31/4% convertible subordinated notes due 2013, issued by Andrew, which we refer to as the Andrew notes, will cease to be convertible into Andrew common stock and will become convertible into the merger consideration in accordance with the terms of the indenture governing the Andrew notes.

Conversion of Andrew Stock in the Merger

        Each share of Andrew common stock issued and outstanding immediately prior to the completion of the merger, but excluding shares of Andrew common stock held in the treasury of Andrew and shares for which appraisal rights have been asserted in accordance with the DGCL, will be converted into the right to receive $13.50 in cash, plus the stub portion of the merger consideration, which, at the election of CommScope, will consist of either (i) $1.50 in cash; (ii) a fraction of a share of CommScope common stock equal to $1.50 divided by the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending two trading days prior to the day on which the merger becomes effective; or (iii) a combination of cash and a fraction of a share of CommScope common stock (determined as described above) together equaling $1.50.

        The value of the merger consideration, based on such volume weighted average, will not be adjusted as a result of changes to the market price of CommScope or Andrew common stock prior to the effective time of the merger; however, the exchange ratio used to determine the number of shares of CommScope common stock, if any, to be issued as the stock portion of the merger consideration will be adjusted to reflect stock splits, reclassifications and other similar changes to CommScope's common stock or Andrew's common stock which occur on or after the date of the merger agreement and prior to the effective time of the merger. Because CommScope has the right to determine whether or not to issue CommScope common stock to pay the stub portion of the merger consideration, the exact form of consideration to be received by a holder of Andrew common stock for the stub portion of the merger consideration may not be finally determined until after the date of the special meeting.

        If CommScope elects to pay the stub portion of the merger consideration entirely in shares of CommScope common stock, approximately 4.9 million shares of CommScope common stock would be issued in respect of Andrew common stock, the Andrew notes, and Andrew stock options and restricted shares in connection with the merger, representing approximately 7% of the outstanding shares of CommScope common stock immediately following the consummation of the merger, assuming that a CommScope common stock price of $52.62 per share (which was the closing price on September 21,

9


2007) is used in the calculation and based on the number of shares of CommScope common stock outstanding as of September 21, 2007. The number of shares of CommScope common stock issued in connection with the merger will be lower if CommScope elects to pay the stub portion of the merger consideration only partially in CommScope common stock. If CommScope elects to pay the stub portion of the merger consideration entirely in cash, no shares of CommScope common stock would be issued in connection with the merger. For further information about the structure of the merger, see the section entitled "Proposal No. 1—The Merger—General Description of the Merger."

Stock Options, Warrant and Notes

        All Andrew stock options will automatically vest as a result of the merger and holders of Andrew stock options will be able to elect to have some or all of their options cancelled as of the effective time of the merger, in which case the holders of such stock options will be entitled to receive in respect of each share of common stock subject to such cancelled stock option an amount equal to the merger consideration less the exercise price of the cancelled stock option. If a holder of Andrew stock options does not elect to have all of such stock options cancelled, each stock option not cancelled will be converted into an option to acquire shares of CommScope common stock.

        From and after the effective time of the merger, the Andrew warrant will become exercisable for the merger consideration in accordance with the terms of the Andrew warrant.

        From and after the effective time of the merger, the Andrew notes will cease to be convertible into Andrew common stock and will become convertible into the merger consideration in accordance with the terms of the indenture governing the Andrew notes. In addition, following the merger, CommScope will be required to offer to repurchase any Andrew notes not converted into the merger consideration at a price equal to 100% of the principal amount thereof, together with accrued and unpaid interest up to, but excluding, the date of such repurchase.

        For further information, see the sections entitled "The Merger Agreement—Treatment of Stock Options and Restricted Stock Units," "—Treatment of Andrew Warrant and Andrew Notes," and "—Conditions to Completion of the Merger."

Risk Factors

        In evaluating the merger agreement, you should read this proxy statement/prospectus carefully and especially consider the factors discussed in the section entitled "Risk Factors."

Andrew's Reasons for the Merger

        In reaching its decision to approve the merger, Andrew's board of directors consulted with senior management and Andrew's financial and legal advisors and considered a number of material factors. Those factors included, but were not limited to, a significant trend of industry consolidation, a purchase price that was deemed to be highly favorable and the product of a vigorous negotiation process, the lack of better strategic alternatives thought to be available to Andrew and the opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as Merrill Lynch, as to the fairness, from a financial point of view, of the merger consideration, as of the date of such opinion and subject to the assumptions and limitations set forth in such opinion. Andrew's board of directors also considered a number of negative factors explained in more detail below. For further information about Andrew's reasons for the merger, see the section entitled "Proposal No. 1—The Merger—Andrew's Reasons for the Merger."

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Opinion of Andrew's Financial Advisor

        On June 26, 2007, Merrill Lynch delivered to Andrew's board of directors its oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of that date and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the merger consideration pursuant to the merger agreement was fair, from a financial point of view, to the holders of Andrew common stock. A copy of Merrill Lynch's written opinion is attached to this proxy statement/prospectus as Annex B. Merrill Lynch was not requested to and did not provide any financial advisory services to Andrew in connection with the merger, including advice concerning the structure, the specific amount of the merger consideration, or any other aspects of the merger, other than the delivery of its opinion. Merrill Lynch did not participate in negotiations with respect to the merger consideration or the other terms of the merger or the merger agreement. We encourage you to read carefully both the section entitled "Proposal No. 1—The Merger—Opinion of Andrew's Financial Advisor" and the opinion itself in its entirety for a description of the assumptions made, matters considered and limits on the scope of review undertaken by Merrill Lynch. Merrill Lynch's opinion was intended for the use and benefit of Andrew's board of directors, does not address the merits of the underlying decision by Andrew to enter into the merger agreement or any of the transactions contemplated thereby, including the merger, and does not constitute a recommendation to any Andrew stockholder as to how that stockholder should vote on the merger or any related matter.

CommScope's Reasons for the Merger

        CommScope determined to pursue the merger to expand its global leadership in infrastructure solutions for communications networks, including structured cabling solutions for the business enterprise; broadband cable and apparatus for cable television applications; and antenna and cable products, base station subsystems, coverage and capacity systems, and network solutions for wireless applications. For further information, see the section entitled "CommScope's Reasons for the Merger."

Interests of Andrew Directors and Executive Officers

        When considering the recommendations by the Andrew board of directors, you should be aware that a number of Andrew's executive officers and directors have interests in the merger that are different from those of other Andrew stockholders. For further information, see the section entitled "Proposal No. 1—The Merger—Interests of Andrew Directors and Executive Officers in the Merger."

Restrictions on Sales of Shares to be Received in the Merger

        The shares of CommScope common stock, if any, to be issued in the merger and received by persons who are deemed to be "affiliates" of Andrew on the date of the special meeting may be resold by them only in transactions permitted by the resale provisions of Rule 145 under the Securities Act of 1933, as amended, which we refer to as the Securities Act, or as otherwise permitted under the Securities Act. For further information, see the section entitled "Proposal No. 1—The Merger—Restrictions on Sales of Shares to be Received in the Merger."

Solicitation

        Andrew agreed to a number of limitations with respect to soliciting, negotiating and discussing acquisition proposals involving persons other than CommScope, and to certain related matters in the merger agreement. For further information regarding these limitations, see the section entitled "The Merger Agreement—Covenants Relating to the Conduct of Business—Solicitation."

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Conditions to the Merger

        The respective obligations of CommScope and Andrew to consummate the merger are subject to the satisfaction or waiver of certain conditions. For further information about the conditions, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger."

Termination

        Either CommScope or Andrew can terminate the merger agreement under certain circumstances, which would prevent the merger from being consummated. For further information, see the section entitled "The Merger Agreement—Termination of Merger Agreement."

        A termination fee of $75 million may be payable by Andrew to CommScope upon the termination of the merger agreement under certain circumstances. For further information about the termination fee, see the section entitled "The Merger Agreement—Termination Fee."

Expenses

        Subject to limited exceptions, all fees and expenses incurred in connection with the merger agreement will be paid by the party incurring such expenses. CommScope and Andrew will share equally the filing fees required in connection with the filing by the parties of the premerger notification and report forms relating to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and any foreign antitrust, competition or similar laws. For further information, see the section entitled "The Merger Agreement—Other Covenants and Agreements—Expenses."

Financing

        The merger agreement is not conditioned upon the receipt of financing by CommScope. CommScope estimates that the total amount of funds necessary to complete the merger and pay related transaction costs (assuming CommScope elects to pay the stub portion of the merger consideration entirely in shares of CommScope common stock), including payment to Andrew stockholders and certain holders of Andrew stock options and restricted shares, the refinancing of existing indebtedness, payment of the merger consideration to holders of the Andrew notes (assuming full conversion of the Andrew notes), and payment of fees and expenses in connection with the merger, the financing arrangements and the related transactions, will be approximately $2.59 billion ($2.85 billion if CommScope elects to use all cash for the merger consideration). CommScope has obtained commitments for debt financing in an aggregate amount of $2.55 billion, the funding of which is subject to the satisfaction of the conditions set forth in the commitment letter pursuant to which the financing will be provided. For further information, see the section entitled "Proposal No. 1—The Merger—Financing."

Material Federal Income Tax Consequences of the Merger

        The merger will be a taxable transaction for U.S. federal income tax purposes to a holder of Andrew common stock. The receipt of cash and CommScope common stock, if any, by a holder of Andrew common stock will cause the holder to recognize gain or loss for U.S. federal income tax purposes measured by the difference, if any, between the cash and the value of CommScope common stock the holder of Andrew common stock receives in the merger and the adjusted tax basis of the holder's shares of Andrew common stock. If the holding period of the Andrew common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. Each share of CommScope common stock, if any, received by a holder of Andrew common stock in the merger will have a tax basis equal to the fair market value of the

12


share received. For further information, see the section entitled "Material United States Federal Income Tax Consequences."

        Tax matters can be complicated, and the tax consequences of the merger to you will depend on the facts of your own situation. You should consult your own tax advisors to fully understand the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Regulatory Approvals

        To consummate the merger, CommScope and Andrew must make filings and obtain approvals or clearances from antitrust regulatory authorities in certain jurisdictions, including the United States. In the United States, CommScope must also comply with applicable federal and state securities laws and the rules and regulations of the New York Stock Exchange in connection with the issuance of shares of CommScope common stock, if any, in the merger and the filing of this proxy statement/prospectus with the SEC. For further information, see the section entitled "Proposal No. 1—The Merger—Regulatory Approvals Required for the Merger."

Anticipated Accounting Treatment of the Merger

        The merger will be accounted for as a purchase transaction by CommScope for financial reporting and accounting purposes under U.S. generally accepted accounting principles. The results of operations of Andrew will be included in the consolidated financial statements of CommScope from and after the consummation of the merger. For further information, see the section entitled "Proposal No. 1—The Merger—Anticipated Accounting Treatment of the Merger."

Appraisal Rights

        Holders of Andrew common stock are entitled to appraisal rights under the Delaware General Corporation Law in connection with the merger. For further information, see the sections entitled "The Special Meeting—Appraisal Rights" and "Proposal No. 1—The Merger—Appraisal Rights."

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MARKET PRICE AND DIVIDEND INFORMATION

        CommScope common stock is listed on the New York Stock Exchange under the symbol "CTV", and Andrew common stock is listed on the Nasdaq Global Market under the symbol "ANDW". The following tables present, for the periods indicated, the range of high and low per share sales prices for CommScope common stock as reported on the New York Stock Exchange and the range of high and low per share sales prices of Andrew common stock as reported on the Nasdaq Global Market. Neither CommScope nor Andrew has ever declared or paid any cash dividend on shares of its common stock.

        CommScope's fiscal year ends on December 31, and Andrew's fiscal year ends on September 30.


CommScope Common Stock

 
   High
   Low
Fiscal Year Ended December 31, 2005            
  First Quarter   $ 19.23   $ 13.98
  Second Quarter   $ 18.17   $ 13.83
  Third Quarter   $ 19.73   $ 16.87
  Fourth Quarter   $ 21.13   $ 16.38
Fiscal Year Ended December 31, 2006            
  First Quarter   $ 29.42   $ 19.95
  Second Quarter   $ 33.72   $ 25.92
  Third Quarter   $ 33.67   $ 25.74
  Fourth Quarter   $ 35.91   $ 29.25
Fiscal Year Ending December 31, 2007            
  First Quarter   $ 43.79   $ 28.28
  Second Quarter   $ 59.82   $ 41.90
  Third Quarter to date (through September 21, 2007)   $ 63.51   $ 44.28


Andrew Common Stock

 
   High
   Low
Fiscal Year Ended September 30, 2005            
  First Quarter (October 1, 2004 – December 31, 2004)   $ 15.49   $ 12.18
  Second Quarter (January 1, 2005 – March 31, 2005)   $ 14.08   $ 11.28
  Third Quarter (April 1, 2005 – June 30, 2005)   $ 13.99   $ 10.83
  Fourth Quarter (July 1, 2005 – September 30, 2005)   $ 14.19   $ 10.38
Fiscal Year Ended September 30, 2006            
  First Quarter (October 1, 2005 – December 31, 2005)   $ 11.75   $ 10.07
  Second Quarter (January 1, 2006 – March 31, 2006)   $ 14.25   $ 10.43
  Third Quarter (April 1, 2006 – June 30, 2006)   $ 12.50   $ 8.68
  Fourth Quarter (July 1, 2006 – September 30, 2006)   $ 9.79   $ 7.08
Fiscal Year Ending September 30, 2007            
  First Quarter (October 1, 2006 – December 31, 2006)   $ 10.73   $ 8.80
  Second Quarter (January 1, 2007 – March 31, 2007)   $ 11.25   $ 9.89
  Third Quarter (April 1, 2007 – June 30, 2007)   $ 14.60   $ 10.49
  Fourth Quarter to date (July 1, 2007 – September 21, 2007)   $ 14.47   $ 13.38

        CommScope may elect to pay the stub portion of the merger consideration in cash, CommScope common stock or a combination thereof. The following table presents the closing sales price per share of CommScope common stock and Andrew common stock, as reported on the New York Stock

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Exchange and the Nasdaq Global Market, respectively, on June 26, 2007, the last full trading day before the public announcement of the proposed merger, and on September 21, 2007, and the approximate maximum number of shares of CommScope common stock issuable for the stub portion of the merger consideration assuming that the per share CommScope common stock price on each of such dates was used in the calculation of the exchange ratio and further assuming 176.6 million shares of Andrew fully diluted common stock were outstanding as of such dates:

 
   CommScope Common Stock
   Andrew
Common Stock
   Approximate
Maximum Number
of Shares of
CommScope
Common Stock
Issuable in
the Merger
June 26, 2007   $ 55.16   $ 12.98   4.8 million
September 21, 2007     52.62     13.88   4.9 million

        Following the consummation of the merger, CommScope common stock will continue to be listed on the New York Stock Exchange, and there will be no further market for the Andrew common stock.

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SELECTED HISTORICAL FINANCIAL DATA OF COMMSCOPE

        The following statements of operations data for each of the three years in the period ended December 31, 2006 and the balance sheet data as of December 31, 2006 and 2005 have been derived from CommScope's audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated into this proxy statement/prospectus by reference. The statements of operations data for the years ended December 31, 2003 and 2002 and the balance sheet data as of December 31, 2004, 2003 and 2002 have been derived from CommScope's audited consolidated financial statements for such years, which have not been incorporated into this proxy statement/prospectus by reference. The statements of operations data for each of the six month periods ended June 30, 2007 and 2006 and the balance sheet data as of June 30, 2007 have been derived from CommScope's unaudited consolidated financial statements, which are contained in CommScope's Quarterly Report on Form 10-Q for the period ended June 30, 2007, which is incorporated into this proxy statement/prospectus by reference. The historical financial information of CommScope does not include the results for the Connectivity Solutions business, acquired in 2004, for any date prior to January 31, 2004 and includes the results of OFS BrightWave, LLC through June 14, 2004, the date CommScope disposed of its equity interest in OFS BrightWave, LLC. CommScope's historical book value per share is computed by dividing total shareholders' equity by the number of common shares outstanding at the end of the period.

        You should read this selected historical financial data together with the financial statements that are incorporated by reference into this proxy statement/prospectus and their accompanying notes and management's discussion and analysis of operations and financial condition of CommScope contained in such reports.

 
   Six Months Ended
June 30,
   Fiscal Year Ended December 31,
  
 
   2007
   2006
   2006
   2005
   2004
   2003
   2002
  
 
   (In millions, except per share data)

  
Historical Consolidated Statements of Operations Data:                                            
Net sales   $ 954.6   $ 764.1   $ 1,623.9   $ 1,337.2   $ 1,152.7   $ 573.3   $ 598.5  
Gross profit     294.5     193.3     444.1     344.5     254.8     114.6     120.6  
Operating income (loss)(1)     150.1     57.4     158.6     74.9     5.9     (9.0 )   (15.4 )
Net income (loss)(1)     107.0     59.4     130.1     50.0     75.8     (70.6 )   (67.2 )
Net income (loss) available to common stockholders(1)     107.0     59.4     130.1     50.0     75.8     (70.6 )   (67.2 )
Income (loss) per common share—basic   $ 1.76   $ 1.03   $ 2.22   $ 0.91   $ 1.32   $ (1.19 ) $ (1.10 )
Income (loss) per common share—diluted   $ 1.46   $ 0.85   $ 1.84   $ 0.78   $ 1.15   $ (1.19 ) $ (1.10 )
 
    
   As of December 31,
 
   As of
June 30,
2007
 
   2006
   2005
   2004
   2003
   2002
 
   (In millions, except per share data)
Historical Consolidated Balance Sheet Data:                                    
Total assets   $ 1,485.3   $ 1,302.5   $ 1,102.2   $ 1,030.6   $ 739.8   $ 772.7
Total long-term debt     266.8     284.1     297.3     310.3     183.3     183.3
Stockholders' equity     896.7     739.1     522.0     449.5     455.7     517.5
Book value per share   $ 14.56   $ 12.37   $ 9.34   $ 8.25   $ 7.68   $ 8.74
(1)
Effective January 1, 2006, CommScope adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment: An amendment of FASB Statements No. 123 and 95, which requires CommScope to recognize in the statements of operations the grant-date fair value of

16

17


SELECTED HISTORICAL FINANCIAL DATA OF ANDREW

        The following statements of operations data for each of the three years in the period ended September 30, 2006 and the balance sheet data as of September 30, 2006 and 2005 have been derived from Andrew's audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended September 30, 2006, which is incorporated into this proxy statement/prospectus by reference. The statements of operations data for the fiscal years ended September 30, 2003 and 2002 and the balance sheet data as of September 30, 2004, 2003 and 2002 have been derived from Andrew's audited consolidated financial statements for such years, which have not been incorporated into this proxy statement/prospectus by reference. The statements of operations data for each of the nine month periods ended June 30, 2007 and 2006 and the balance sheet data as of June 30, 2007 have been derived from Andrew's unaudited consolidated financial statements, which are contained in Andrew's Quarterly Report on Form 10-Q for the period ended June 30, 2007 and incorporated into this proxy statement/prospectus by reference. The historical financial information of Andrew does not include the results of Allen Telecom, Inc. for any date prior to July 15, 2003 or Celiant for any date prior to June 4, 2002. Andrew's historical book value per share is computed by dividing total stockholders' equity less preferred stock by the number of Andrew common shares outstanding at the end of the period.

        You should read this selected historical financial data together with the financial statements that are incorporated by reference into this proxy statement/prospectus and their accompanying notes and management's discussion and analysis of operations and financial condition of Andrew contained in such reports.

 
   Nine Months Ended
June 30,
   Fiscal Year Ended September 30,
  
 
   2007
   2006
   2006
   2005
   2004
   2003
   2002
  
 
   (Unaudited)

    
    
    
    
    
  
 
   (In millions, except per share data)

  
Historical Consolidated Statements of Operations Data:                                            
Net sales   $ 1,570.7   $ 1,547.0   $ 2,146.1   $ 1,961.2   $ 1,828.4   $ 1,011.7   $ 864.8  
Gross profit     339.1     338.0     473.4     436.8     443.3     272.3     237.7  
Income (loss) from continuing operations     (100.2 )(1)   25.4     (34.3 )(2)   38.9     28.9     17.0     10.5  
Net income (loss)     (100.2 )(1)   25.4     (34.3 )(2)   38.9     28.9     13.9     (26.4 )
Preferred stock dividends     —     —     —     0.2     0.7     6.5     —  
Net income (loss) available to common stockholders     (100.2 )(1)   25.4     (34.3 )(2)   38.6     28.2     7.4     (26.4 )
Income (loss) per common share—basic                                            
  Continuing operations   $ (0.64 ) $ 0.16   $ (0.22 ) $ 0.24   $ 0.18   $ 0.10   $ 0.12  
  Net income (loss)   $ (0.64 ) $ 0.16   $ (0.22 ) $ 0.24   $ 0.18   $ 0.07   $ (0.30 )
Income (loss) per common share—diluted                                            
  Continuing operations   $ (0.64 ) $ 0.16   $ (0.22 ) $ 0.24   $ 0.18   $ 0.10   $ 0.12  
  Net income (loss)   $ (0.64 ) $ 0.16   $ (0.22 ) $ 0.24   $ 0.18   $ 0.07   $ (0.30 )

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   As of September 30,
 
   As of
June 30,
2007
 
   2006
   2005
   2004
   2003
   2002
 
   (Unaudited)

    
    
    
    
    
 
   (In millions, except per share data)
Historical Consolidated Balance Sheet Data:                                    
Total assets   $ 2,284.6   $ 2,408.9   $ 2,313.7   $ 2,239.7   $ 2,074.2   $ 1,123.7
Total long-term obligations     296.1     333.8     324.9     339.2     375.3     41.9
Redeemable preferred stock     —     —     —     6.0     9.2     —
Total shareholders' equity     1,436.5     1,507.3     1,550.6     1,517.1     1,422.3     845.2
Book value per share     9.21     9.58     9.64     9.39     8.93     8.61
(1)
In the third quarter ended June 30, 2007, Andrew recorded a $107.9 million goodwill impairment charge to reduce the goodwill balance of its Base Station Subsystem segment to fair value. Andrew tests its goodwill balance for possible impairment as of July 1 each year, or on an interim basis if circumstances dictate, based on the five reporting units of Andrew's business. As a result of the losses generated by Base Station Subsystems in the first six months of fiscal 2007, Andrew determined that an interim test of the goodwill balance for Base Station Subsystems was required. Andrew completed its assessment of Base Station Subsystems goodwill in the third quarter of fiscal 2007 and, as a result, recorded a non-cash impairment loss of $107.9 million. See Note 17 contained in Andrew's quarterly report on Form 10-Q for the period ended June 30, 2007 which is incorporated into this proxy statement/prospectus by reference.

(2)
In fiscal 2006, Andrew recorded an $83.4 million charge to establish a full valuation allowance against Andrew's net U.S. deferred tax assets. See Note 8 contained in Andrew's fiscal 2006 annual report on Form 10-K which is incorporated into this proxy statement/prospectus by reference.

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SELECTED PRO FORMA FINANCIAL DATA

        The pro forma information shown in the following tables reflects the pro forma effect of accounting for the merger under the purchase method of accounting. The pro forma income statement data for the six months ended June 30, 2007 and the year ended December 31, 2006 assume a merger completion date of January 1, 2006. The pro forma balance sheet data assumes a merger completion date of June 30, 2007.

        The pro forma financial information presented herein reflects the merger consideration composed entirely of cash and includes adjustments related to the acquisition that are expected to have a continuing impact on the combined results. These adjustments include increased depreciation and amortization on the acquired tangible and intangible assets, increased interest expense on the debt expected to be incurred to complete the acquisition, decreased interest income related to the expected use of cash, cash equivalents and short-term investments to complete the acquisition, amortization of deferred financing fees incurred in connection with the additional debt, and the tax impact of these pro forma adjustments. The pro forma adjustments included herein are subject to updates as additional information becomes available and as additional analyses are performed. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

        Because Andrew's fiscal year ends September 30, the pro forma data excerpted from the statement of operations for the fiscal year ended December 31, 2006 is based on Andrew's statement of operations for its fiscal year ended September 30, 2006; therefore Andrew's results of operations for the three months ended December 31, 2006 do not appear in the pro forma statements of operations data.

        The information in the tables on the following pages is based on historical financial information and related notes that CommScope and Andrew have presented in their prior filings with the SEC. You should read all of the summary financial information provided in the following tables together with this historical financial information and related notes. The historical financial information is also incorporated into this document by reference.

        CommScope anticipates that the merger will provide CommScope with financial benefits that include future cost savings and synergies. CommScope also expects to incur restructuring charges related to integrating CommScope and Andrew businesses. Neither these financial benefits nor the expected restructuring costs are reflected in the pro forma information. Accordingly, the pro forma information does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the periods presented.

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Selected Unaudited Pro Forma Condensed Combined Financial Data
For the Six Months Ended June 30, 2007 and the Fiscal Year Ended December 31, 2006
(In millions, except per share amounts)

 
   Six Months
Ended June 30,
2007
   Fiscal Year
Ended
December 31,
2006
  
Net sales   $ 2,003.1   $ 3,770.0  
   
 
 

Operating costs and expenses:
 
 
 
 
 
 
 
  Cost of sales     1,506.8     2,884.1  
  Selling, general and administrative     262.9     522.9  
  Research and development     72.5     146.4  
  Merger costs     —     13.5  
  Pension termination gain     —     (14.2 )
  Asset impairment     —     3.9  
  Restructuring costs     3.6     20.3  
  Goodwill impairment     107.9     —  
   
 
 
    Total operating costs and expenses     1,953.7     3,576.9  
   
 
 
Operating income     49.4     193.1  
Other income (expense), net     (0.1 )   (3.3 )
Interest expense     (103.6 )   (206.1 )
Interest income     4.8     4.6  
   
 
 
Income (loss) before income taxes and OFS BrightWave transaction     (49.5 )   (11.7 )
Income tax expense before income tax effects of OFS BrightWave transaction     (18.9 )   (65.1 )
   
 
 
Income (loss) before OFS BrightWave transaction     (68.4 )   (76.8 )
Gain on OFS BrightWave note receivable, net of tax of $11,175     —     18.6  
   
 
 
Net income (loss)   $ (68.4 ) $ (58.2 )
   
 
 

Net income (loss) per share:
 
 
 
 
 
 
 
  Basic   $ (1.12 ) $ (0.99 )
  Assuming dilution   $ (1.12 ) $ (0.99 )

Weighted average shares outstanding:
 
 
 
 
 
 
 
  Basic     60.8     58.5  
  Assuming dilution     60.8     58.5  

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Selected Unaudited Pro Forma Condensed Combined Financial Data
As of June 30, 2007
(In millions)

Total cash, cash equivalents and short-term investments   $ 225.6  
Accounts receivable, net     827.3  
Inventories     603.6  
Prepaid expenses and other current assets     118.6  
   
 
  Total current assets     1,775.1  

Property, plant and equipment, net
 
 
507.0
 
Goodwill     1,596.7  
Other intangibles, net     668.9  
Deferred income taxes     16.8  
Other assets     104.5  
   
 
  Total Assets   $ 4,669.0  
   
 

Accounts payable
 
$
367.5
 
Other accrued liabilities     297.8  
Notes payable and current portion of long-term debt     24.4  
   
 
  Total current liabilities     689.7  

Long-term debt
 
 
2,668.8
 
Deferred income taxes     205.9  
Other noncurrent liabilities     199.9  
   
 
  Total Liabilities     3,764.3  

Common stock
 
 
0.7
 
Additional paid-in capital     594.8  
Retained earnings     446.3  
Accumulated other comprehensive income     8.4  
Treasury stock, at cost     (145.5 )
   
 
  Total Stockholders' Equity     904.7  
   
 
  Total Liabilities and Stockholders' Equity   $ 4,669.0  
   
 

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UNAUDITED COMPARATIVE HISTORICAL AND PER SHARE DATA

        The following table summarizes unaudited per share information for CommScope and Andrew on a historical basis and on a pro forma combined basis for CommScope after the merger. It has been assumed for purposes of the pro forma financial information provided below that the merger was completed on January 1, 2006 for statements of operations purposes and June 30, 2007 for balance sheet purposes. The unaudited pro forma combined per share data for the fiscal year ended December 31, 2006 combines CommScope's historical information for the fiscal year ended December 31, 2006 with Andrew's historical information for the fiscal year ended September 30, 2006. CommScope's historical book value per share is computed by dividing total stockholders' equity by the number of common shares outstanding at the end of the period. Andrew's historical book value per share is computed by dividing total stockholders' equity by the number of common shares outstanding at the end of the period. The pro forma combined book value per share is computed by dividing total pro forma stockholders' equity by the pro forma number of common shares outstanding at the end of the period.

        You should read this per share data together with the respective audited and unaudited financial statements and related notes of CommScope and Andrew that are incorporated by reference into this proxy statement/prospectus and the unaudited pro forma condensed financial information and notes related to such consolidated financial statements included elsewhere in this proxy statement/prospectus. The pro forma information below is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future operating results or financial position of CommScope after the merger.

 
   Six Months
Ended
June 30,
2007
   Fiscal Year
Ended
December 31,
2006
CommScope—Historical            
Historical per common share:            
  Basic income per share from continuing operations   $ 1.76   $ 2.22
  Diluted income per share from continuing operations     1.46     1.84
  Book value per share     14.56     12.37
 
   Nine Months
Ended
June 30,
2007
   Fiscal Year
Ended
September 30,
2006
  
Andrew—Historical              
Historical per common share:              
  Basic and diluted loss per share from continuing operations   $ (0.64 ) $ (0.22 )
  Book value per share     9.21     9.58  
 
   Six Months
Ended
June 30,
2007
   Fiscal Year
Ended
December 31,
2006
  
Unaudited Pro Forma Combined              
Unaudited pro forma per share of CommScope common shares:              
  Basic and diluted loss per share from continuing operations   $ (1.12 ) $ (0.99 )
  Book value per share     14.69     12.50  

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FORWARD-LOOKING INFORMATION

        This proxy statement/prospectus contains forward-looking statements regarding, among other things, the proposed acquisition of Andrew by CommScope and the anticipated consequences and benefits of such transaction, and other financial, business and operational items relating to CommScope and Andrew. Statements made in the future tense, and statements using words such as "intend," "goal," "estimate," "expect," "expectations," "project," "projections," "plans," "anticipates," "believe," "think," "confident" and "scheduled" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond the control of CommScope or Andrew. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Relevant risks and uncertainties relating to the proposed transaction include, but are not limited to:

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        For a more complete description of factors that could cause such a difference, including risks and uncertainties related to each of CommScope's and Andrew's business, see the section entitled "Risk Factors" as well as CommScope's filings with the SEC, which are available on CommScope's website or at http://www.sec.gov, and Andrew's filings with the SEC, which are available on Andrew's website or at http://www.sec.gov. The information contained in CommScope's and Andrew's websites is not incorporated by reference into this proxy statement/prospectus. In providing forward-looking statements, neither CommScope nor Andrew intends, and neither undertakes any duty or obligation, to update these statements as a result of new information, future events or otherwise.

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RISK FACTORS

        In addition to the matters addressed under "Forward-Looking Information," Andrew stockholders should carefully consider the following risks before deciding whether to vote for approval and adoption of the merger agreement and the transactions contemplated by the merger agreement. Andrew stockholders should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. For further information, see the section entitled "Where You Can Find More Information."

RISK FACTORS RELATING TO THE MERGER

Although approximately 90% of the merger consideration is payable in cash, the remaining 10%, the stub portion of the merger consideration, is payable, at CommScope's election, in cash, CommScope common stock, or a combination thereof; Andrew stockholders will not know which form of consideration CommScope will elect for the stub portion of the merger consideration until after the Andrew stockholder vote.

        CommScope can elect the form of consideration to be paid for the stub portion of the merger consideration at any time up to two trading days prior to the effective time of the merger. Therefore, the Andrew stockholders will vote to approve the merger before CommScope is required to decide on the form of consideration for the stub portion of the merger consideration. In addition, Andrew stockholders will have to determine whether or not to exercise their appraisal rights in connection with the merger before CommScope is required to decide on the form of the consideration for the stub portion of the merger consideration. Moreover, in making its determination, CommScope will be aware of the price to be used to determine the exchange ratio if it were to elect to use CommScope common stock and such information may affect its decision. For further information, see the section entitled "The Merger Agreement—Merger Consideration."

Because at least 90% and up to all of the merger consideration is payable in cash, Andrew stockholders will have little or no participation in the future growth of CommScope.

        Because at least 90% of the merger consideration, and possibly all of the merger consideration, will be payable in cash, if the merger is consummated then Andrew stockholders will have relatively little or possibly no participation in the future earnings, profit and growth of CommScope. Andrew stockholders will also have a limited (if any) ability to influence the decision on any matters that are subject to stockholder approval, including the election of directors, the acquisition or disposition of substantial assets, possible future mergers involving CommScope or amendments to CommScope's articles of incorporation, among other matters that may be subject to a vote of CommScope's stockholders.

If CommScope elects to pay all or part of the stub portion of the merger consideration in CommScope common stock, the exchange ratio and number of shares of CommScope common stock that Andrew stockholders will be entitled to receive will be based on a specific measurement period, which could result in a higher valuation than the actual market value of CommScope common stock at or after the effective time of the merger.

        The shares of CommScope common stock, if any, issued as part of the stub portion of the merger consideration, will be determined based on the volume weighted average of the closing sale prices of CommScope common stock over an extended measurement period of ten trading days. The use of an extended measurement period is intended to provide Andrew stockholders with a negotiated level of "value" of CommScope common stock, without permitting one-day trading spikes, arbitrages or other unusual market activity to raise or lower the exchange ratio. However, the volume weighted average of the closing sale prices of CommScope common stock over such measurement period may be higher

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than the market price of CommScope common stock at or after the effective time of the merger and, therefore, the CommScope common stock issued pursuant to the merger, plus the cash portion of the merger consideration, may be less than $15.00 per share of Andrew common stock. For further information, see the section entitled "The Merger Agreement—Merger Consideration."

        Recent prices of CommScope's common stock can be found under the section entitled "Market Price and Dividend Information." The historical prices of CommScope's common stock included in this proxy statement/prospectus, however, are not indicative of what the price will be on the date the merger becomes effective or thereafter. The market price of CommScope's common stock has experienced and may continue to experience high volatility. For further information, see the risk factor entitled "CommScope's common stock price is subject to fluctuation and may be affected by factors different from those affecting Andrew's stock price." Neither CommScope nor Andrew can predict the future market prices of CommScope common stock.

CommScope and Andrew may be required to comply with material restrictions or conditions in order to obtain the regulatory approvals to complete the merger and any delays in obtaining regulatory approvals may delay and possibly prevent the merger.

        The merger is subject to review by the U.S. Department of Justice and the U.S. Federal Trade Commission under the HSR Act, and by certain antitrust authorities outside of the United States. Under the HSR Act, CommScope and Andrew are required to make pre-merger notification filings and await the expiration or early termination of the applicable statutory waiting period prior to completing the merger. CommScope and Andrew each filed a Notification and Report Form pursuant to the HSR Act with the U.S. Department of Justice (which we refer to as the DOJ) and U.S. Federal Trade Commission on July 16, 2007. On August 15, 2007, CommScope and Andrew each received requests for additional information (commonly referred to as a "second request") from the Antitrust Division of the DOJ. The second requests were issued under the notification requirements of the HSR Act. The second requests extend the waiting period imposed by the HSR Act until 30 days after CommScope and Andrew have substantially complied with the second requests, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. CommScope and Andrew intend to cooperate fully with the DOJ.

        The governmental entities from which approvals are required may request additional information from the parties in order to complete their review of the transaction and may condition their approval of the merger on the satisfaction of certain regulatory conditions that may have the effect of imposing restrictions or additional costs on CommScope or Andrew. These conditions could include a complete or partial license, divestiture, spin-off or the sale of certain assets or businesses of either CommScope or Andrew, which may be on terms that are not as favorable to CommScope or Andrew as may have been attainable absent the merger, or other restrictions on the operation of the combined business. While CommScope 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 may delay and possibly prevent the completion of the merger. For further information, see the section entitled "Proposal No. 1—The Merger—Regulatory Approvals Required for the Merger."

Each of CommScope 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 CommScope and Andrew has agreed to certain restrictions on the operations of their respective businesses prior to the consummation of the merger that are customary for transactions similar to the merger. Each has agreed that it will limit the conduct of its business to those actions undertaken in the ordinary course of business. In addition, Andrew has

27


agreed not to undertake, or has agreed to limit, certain corporate actions without the consent of CommScope. 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. CommScope has agreed that without Andrew's consent it will not take certain actions that include amending its organization documents in a manner materially adverse to its stockholders and acquiring interests in an entity, which acquisition would be expected to impede or delay the governmental approvals required for the merger. For further information, see the section entitled "The Merger Agreement—Covenants Relating to Conduct of Business." Because of these restrictions, each of CommScope and Andrew may be prevented from undertaking certain actions with respect to the conduct of its respective business prior to the consummation of the merger that it might otherwise have taken if not for the merger agreement. For further information, see the section entitled "Proposal No. 1—The Merger—Restrictions on Sales of Shares to be Received in the Merger."

The anticipated benefits of the acquisition may not be realized.

        CommScope 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 broader array of infrastructure solutions, the expansion of CommScope's global distribution and manufacturing capabilities, operational improvements and a diversification of CommScope's customer base. The merger will present challenges to management, including the integration of the operations, properties and personnel of Andrew and CommScope. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including, but not limited to, whether CommScope can integrate its and Andrew's businesses in an efficient and effective manner, whether there will be increased spending by wireless carriers, the ability of CommScope to manage potential volatility in commodities prices, the reaction of existing or potential competitors 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 CommScope's business, financial condition and operating results.

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

        The success of CommScope after the merger will depend, in part, on its ability to realize the anticipated growth opportunities and cost savings from combining the businesses of CommScope and Andrew. CommScope expects to generate annual pre-tax cost savings (excluding transition cash costs expected to total approximately $70 million to $80 million in the first two years after completion) of approximately $90 million to $100 million in the second full year after completion of the transaction. CommScope expects to achieve approximately $50 million to $60 million of pre-tax cost savings in the first full year after completion of the merger. CommScope expects the cost savings to come from a combination of procurement savings, rationalization of duplicate locations, streamlining overhead and integration of infrastructure, and building upon best practices in technology and manufacturing. CommScope cannot provide any assurance that these cost savings can be achieved in the amounts or during the periods predicted. To realize these anticipated benefits, CommScope and Andrew must successfully combine their businesses in a manner that permits these synergies to be realized. In addition, the success of CommScope after the merger will depend, in part, on these synergies being achieved without adversely affecting revenues. If CommScope 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.

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CommScope may have difficulty integrating its and Andrew's businesses and may incur substantial costs in connection with the integration.

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

        Although neither CommScope 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 CommScope and Andrew to a common platform may exceed CommScope'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.

        Integrating the CommScope and Andrew businesses will be a complex, time-consuming and expensive process. Before the merger, CommScope and Andrew operated independently, each with its own business, products, customers, employees, culture and systems. CommScope may face substantial difficulties, costs and delays in integrating the two businesses. These difficulties, costs and delays may include:

        After the merger, CommScope 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. CommScope may be unsuccessful in implementing the integration of these systems and processes in a timely and efficient manner. 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 CommScope.

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CommScope may have difficulty integrating CommScope's and Andrew's respective systems of internal control over financial reporting.

        The failure to integrate CommScope's and Andrew's systems of internal control over financial reporting following the merger could affect adversely CommScope's ability to exercise effective internal control over financial reporting. A failure by CommScope to exercise effective internal control over financial reporting could result in a material misstatement in CommScope's annual or interim consolidated financial statements.

CommScope 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 CommScope after the merger.

        CommScope and Andrew both depend on the services of their key personnel. Current and prospective employees of CommScope and Andrew may, either before or after the merger, experience uncertainty about their future roles with CommScope after the merger, 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 CommScope or Andrew to attract, train, and retain qualified employees could result in the loss of customers or otherwise inhibit the ability of CommScope to integrate and grow the combined businesses effectively after the merger.

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 CommScope after the merger or perceived concerns that CommScope 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.

As a result of the merger, including the financing necessary to consummate the merger, CommScope will have substantial indebtedness.

        As a result of the merger, CommScope expects to incur substantial indebtedness, including the financing necessary to pay the cash portion of the merger consideration and transaction-related costs, in addition to debt assumed from Andrew. CommScope's substantial indebtedness could have the following consequences:



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If the conditions to the merger are not satisfied or waived, the merger may not occur.

        Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent waiver is permitted by law or the rules or regulations of Nasdaq, the merger will not occur or will be delayed, and each of CommScope and Andrew may lose some or all of the intended benefits of the merger. To the extent that Andrew's common stock currently trades based on the merger consideration, if the merger is not consummated, the price of Andrew's common stock may decline.

        The following conditions, in addition to other customary closing conditions, must be satisfied or waived, if permissible, before CommScope and Andrew are obligated to complete the merger:

        For further information, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger."

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

        Each of the conditions to CommScope'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 CommScope and Andrew if the condition is a condition to both CommScope'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 CommScope and Andrew will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is necessary. However, CommScope and Andrew generally do not expect any such waiver to be significant enough to require resolicitation of Andrew stockholders. In the event that any such waiver is not determined to be significant enough to require resolicitation of Andrew stockholders, the companies will have the discretion to complete the merger without seeking further Andrew stockholder approval. For further information, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger."

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 may conflict with the interests of Andrew stockholders generally. After the merger, some of

31


Andrew's executive officers will become employees of, or may become consultants to, CommScope and may be offered equity-based or other incentives to remain with CommScope. The merger will cause accelerated vesting and trigger change-in-control provisions of certain equity-based awards of Andrew directors and executive officers. For further information, see the section entitled "Proposal No. 1—The Merger—Interests of Andrew Directors and Executive Officers in the Merger."

        The surviving corporation will indemnify, and 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, CommScope 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 August 7, 2007, Andrew's executive officers and directors and their respective affiliates owned approximately 0.3% of the outstanding shares of Andrew common stock. Such interests may influence Andrew's directors in making their recommendation that Andrew stockholders vote in favor of adoption of the merger agreement and may influence officers in supporting the merger. For further information, see the section entitled "Proposal No. 1—The Merger—Interests of Andrew Directors and Executive Officers in the Merger."

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

        The merger agreement prohibits Andrew from soliciting, initiating, encouraging or facilitating certain alternative transaction proposals with any third party, subject to exceptions set forth in the merger agreement. For further information, see the section entitled "The Merger Agreement—Covenants Relating to Conduct of Business—Solicitation." Further, the merger agreement provides that Andrew may be required to pay a termination fee to CommScope equal to $75 million in certain circumstances. These provisions limit Andrew's ability to pursue offers from third parties that could result in greater value to stockholders of Andrew relative to the terms and conditions of the merger. 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 Andrew stockholders. In addition, payment of the termination fee could adversely affect the financial condition of Andrew. For further information, see the section entitled "The Merger Agreement—Covenants Relating to Conduct of Business—Solicitation."

RISK FACTORS RELATING TO THE COMMSCOPE COMMON STOCK

CommScope's common stock price is subject to fluctuation and may be affected by factors different from those affecting Andrew's common stock price.

        The market price of CommScope's common stock has experienced and may continue to experience high volatility. The stock market in general has experienced extreme price and volume fluctuations in recent years. Often, these changes may have been unrelated to the operating performance of the affected companies. The factors that could cause fluctuation in CommScope's common stock price may include, among other factors discussed in this section, the following:

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        Many of these factors are beyond CommScope's control. These factors may cause the market price of its common stock to decline, regardless of its operating performance.

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

        CommScope has never declared or paid any cash dividends on its capital stock. CommScope does not currently intend to pay cash dividends in the foreseeable future but intends to reinvest earnings in its business. CommScope's existing debt instruments contain, and future debt instruments may contain, limits on its ability to declare and pay cash dividends on its common stock.

Shares of CommScope common stock have different rights than shares of Andrew common stock.

        Following completion of the merger, Andrew stockholders will no longer be stockholders of Andrew, but instead may be stockholders of CommScope. Even though both Andrew and CommScope are Delaware corporations, there will be important differences in the current rights of stockholders of Andrew and the rights of stockholders of CommScope. For example, provisions in CommScope's certificate of incorporation and by-laws could have the effect of deterring hostile takeovers or delaying, deterring, or preventing a change of control of CommScope, including transactions in which stockholders might otherwise receive a premium for their shares over current market prices. For further information, see the section entitled "Comparison of Rights of Stockholders of CommScope and Stockholders of Andrew."

RISK FACTORS RELATING TO COMMSCOPE'S BUSINESS

CommScope is dependent on a limited number of key customers or distributors for a substantial portion of the net sales in each of its business segments.

        Within each of CommScope's business segments, a limited number of key customers or distributors account for a substantial portion of CommScope's net sales.

        CommScope distributes enterprise and certain other products to customers primarily through a large, worldwide network of independent distributors, system integrators and value-added resellers. For the year ended December 31, 2006, sales of such products to the top three distributors, system integrators and value-added resellers represented approximately 38% of CommScope's consolidated net sales. In particular, Anixter International Inc. and affiliates accounted for approximately 29% of CommScope's consolidated net sales during such period.

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        Although the domestic cable television industry is comprised of thousands of cable systems, a small number of cable television system operators own a majority of cable television systems and account for a majority of the capital expenditures made by cable television system operators. Although CommScope sells to a wide variety of customers dispersed across many different geographic areas, sales to its five largest Broadband segment customers represented approximately 17% of its consolidated net sales for the year ended December 31, 2006.

        Sales of carrier products are concentrated among a limited number of large telecommunication service providers and original equipment manufacturers (OEMs) that supply such telecommunication service providers. Net sales to one OEM, CommScope's largest Carrier segment customer, accounted for approximately 7% of CommScope's consolidated net sales for the year ended December 31, 2006.

        The concentration of CommScope's net sales among these key customers or distributors subjects CommScope to a variety of risks that could have a material adverse impact on its net sales and profitability, including, without limitation:

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CommScope faces competitive pressures with respect to all of its major products.

        In each of CommScope's major product groups, CommScope competes with a substantial number of foreign and domestic companies, some of which have greater resources (financial or otherwise) or lower operating costs than CommScope. The rapid technological changes occurring in the telecommunications industry could lead to the entry of new competitors. Existing competitors' actions, such as price reductions or introduction of new innovative products, use of internet auctions by customers or competitors, and new entrants may have a material adverse impact on CommScope's sales and profitability. CommScope cannot provide assurance that it will continue to compete successfully with its existing competitors or that it will be able to compete successfully with new competitors.

        Fiber optic technology presents a potential substitute for some of the communications cable products that CommScope sells. A significant decrease in the cost of fiber optic systems could make these systems superior on a price/performance basis to copper systems. A significant decrease in the cost of fiber optic systems would reasonably be expected to have a materially adverse effect on CommScope's coaxial and twisted pair cable sales.

        There are various complementary and competitive wireless technologies that could be a potential substitute for some of the communications cable products that CommScope sells. A significant technological breakthrough or significant decrease in the cost of deploying these wireless technologies could have a material adverse effect on CommScope's cable sales.

Successful implementation and roll-out of product innovations is necessary to preserve CommScope's customer relationships.

        Many of CommScope's markets are characterized by advances in information processing and communications capabilities that require increased transmission speeds and greater capacity, or "bandwidth," for carrying information. These advances require ongoing improvements in the capabilities of cable and connectivity products. CommScope believes that its future success will depend in part upon its ability to enhance existing products and to develop and manufacture new products that meet or anticipate these changes. The failure to introduce successful new or enhanced products on a timely and cost-competitive basis or the inability to continue to market existing products on a cost-competitive basis could materially adversely affect CommScope's results of operations and financial condition.

Orders received from customers may be cancelled or may result in lower levels of orders in future periods.

        The quarterly volume of orders received from customers may be volatile. Orders received from customers may not ultimately result in sales as customers may cancel or modify orders prior to shipment of the goods. In addition, the volume of orders received from one or more customers in one quarter may result in a lower volume of orders from those customers in subsequent quarters.

CommScope's dependence on commodities subjects CommScope to price fluctuations and potential availability constraints which could materially adversely affect its profitability.

        CommScope's profitability may be materially affected by changes in the market price and availability of certain raw materials, most of which are linked to the commodity markets. The principal raw materials that CommScope purchases are rods, tapes, tubes and wires made of copper, steel or aluminum, plastics and other polymers, and optical fiber. Fabricated aluminum, copper and steel are used in the production of coaxial and twisted pair cables and polymers are used to insulate and protect cables. Prices for copper, aluminum, steel, fluoropolymers and certain other polymers, derived from oil and natural gas, have increased and experienced greater volatility as a result of increased global

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demand and supply disruptions. As a result, CommScope has significantly increased its prices for certain products and may have to increase prices again in the future. Delays in implementing price increases or a failure to achieve market acceptance of future price increases could have a material adverse impact on CommScope's results of operations. In an environment of falling commodities prices, CommScope may be unable to sell higher-cost inventory before implementing price decreases, which could have a material adverse impact on its results of operations.

CommScope is dependent on a limited number of key suppliers for certain raw materials.

        For certain of CommScope's raw material purchases, including fluorinated ethylene propylene (which we refer to as FEP), copper rod, fine aluminum wire, steel wire and optical fiber, CommScope is dependent on key suppliers. FEP is the primary raw material used throughout the industry for producing flame-retarding cables for LAN applications in North America. There are few worldwide producers of FEP and market supplies have been periodically limited over the past several years. Availability of adequate supplies of FEP will be critical to future LAN cable sales growth in North America. If FEP is not available in adequate quantities on acceptable terms, CommScope's results of operations and financial condition could be materially adversely affected.

        CommScope internally produces a significant portion of its requirements for fine aluminum wire, which is available externally from only a limited number of suppliers. CommScope's failure to manufacture or adequately expand its internal production of fine aluminum wire, and/or its inability to obtain these materials from other sources in adequate quantities on acceptable terms, could have a material adverse effect on CommScope's results of operations and financial condition.

        Optical fiber is a primary material used for making fiber optic cables. There are few worldwide suppliers of the premium optical fibers that CommScope uses in its products. Availability of adequate supplies of premium optical fibers will be critical to future fiber optic cable sales growth. CommScope believes that its optical fiber supply arrangements with two suppliers address concerns about the continuing availability of these materials to CommScope, although there can be no assurance of this.

        CommScope's key suppliers could experience financial difficulties, or there may be global shortages of the raw materials it uses, and its inability to find sources of supply on reasonable terms could materially adversely affect its ability to manufacture products in a cost-effective way.

If CommScope's products, or components or completed products purchased from its suppliers, experience performance issues, its business will suffer.

        CommScope's business depends on delivering products of consistently high quality. To this end, CommScope's products, including components and raw materials purchased from its suppliers and completed goods purchased for resale, are rigorously tested for quality both by CommScope and its customers. Nevertheless, CommScope's products are highly complex and its customers' testing procedures are limited to evaluating CommScope's products under likely and foreseeable failure scenarios. For various reasons (including, among others, the occurrence of performance problems unforeseeable in testing), CommScope's products and components and raw materials purchased from its suppliers may fail to perform as expected. Performance issues could result from faulty design or problems in manufacturing. CommScope has experienced such performance issues in the past and remains exposed to such performance issues. In some cases, recall of some or all affected products, product redesigns or additional capital equipment may be required to correct a defect. In addition, CommScope generally warrants certain products for periods ranging from one to twenty-five years from the date of sale, depending upon the product subject to the warranty. In particular, CommScope warrants the operation of its SYSTIMAX products for a period of 20 years from installation. In some cases, CommScope indemnifies its customers against damages or losses that might arise from certain

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claims relating to its products. Although historical warranty and indemnity claims have not been significant, CommScope cannot assure you that future claims will not have a material adverse effect on its results of operations and financial position. Any significant or systemic product failure could also result in lost future sales of the affected product and other products, as well as customer relations problems.

If CommScope's integrated global manufacturing operations suffer production or shipping delays, CommScope may experience difficulty in meeting customer demands.

        CommScope internally produces a significant portion of certain components used in its finished products, including bimetallic center conductors, braided core and fine aluminum wire, at certain of its domestic and international manufacturing facilities. Disruption of CommScope's ability to produce at or distribute from these facilities due to failure of its technology, fire, electrical outage, natural disaster, acts of terrorism, shipping interruptions or some other catastrophic event could materially adversely affect its ability to manufacture products at its other manufacturing facilities in a cost-effective and timely manner.

        CommScope periodically realigns manufacturing capacity among its global facilities in order to reduce costs by improving manufacturing efficiency and to improve its long-term competitive position. The implementation of these initiatives may include significant shifts of production capacity among facilities.

        There are significant risks inherent in the implementation of these initiatives, including, but not limited to, ensuring that: there is adequate production capacity to meet customer demand while capacity is being shifted among facilities; there is no decrease in product quality as a result of shifting capacity; adequate raw material and other service providers are available to meet the needs at the new production locations; equipment can be successfully removed, transported and re-installed; and adequate supervisory, production and support personnel are available to accommodate the shifted production.

        In the event that manufacturing realignment initiatives are not successfully implemented, CommScope could experience lost future sales and increased operating costs as well as customer relations problems, which could have a material adverse effect on CommScope's results of operations.

If CommScope encounters capacity constraints with respect to its internal facilities and/or existing or new contract manufacturers, this could have an adverse impact on its business.

        CommScope does not have sufficient production capacity, either through its internal facilities and/or through independent contract manufacturers, to meet customer demand for its products, CommScope may experience lost sales opportunities and customer relations problems, which could have a material adverse effect on its business.

If contract manufacturers that CommScope relies on to produce products or key components of products encounter production, quality, financial or other difficulties, CommScope may experience difficulty in meeting customer demands.

        CommScope relies on unaffiliated contract manufacturers, both domestically and internationally, to produce certain products or key components of products. If CommScope is unable to arrange for sufficient production capacity among its contract manufacturers or if its contract manufacturers encounter production, quality, financial or other difficulties, CommScope may encounter difficulty in meeting customer demands. Any such difficulties could have an adverse effect on CommScope's business and financial results, which could be material.

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CommScope's significant international operations present economic, political and other risks.

        CommScope has a significant level of international manufacturing operations and international sales. CommScope has manufacturing facilities in Belgium, China, Brazil, Ireland and Australia. For the year ended December 31, 2006, international sales represented approximately 32% of CommScope's net sales. CommScope's international sales, manufacturing and distribution operations are subject to the risks inherent in operating abroad, including, but not limited to, risks with respect to currency exchange rates, economic and political destabilization, restrictive actions by foreign governments, nationalizations, the laws and policies of the United States affecting trade, foreign investment and loans, foreign tax laws, including the ability to recover amounts paid as value added taxes, compliance with local laws and regulations, armed conflict, terrorism, shipping interruptions, and major health concerns (such as infectious diseases).

CommScope may not fully realize the anticipated savings from prior restructuring actions and may need to undertake further restructuring actions in the future.

        CommScope recognized pretax restructuring charges of $12.6 million during the year ended December 31, 2006. These charges were related to the global manufacturing initiative that commenced in the third quarter of 2005. Implementation of this initiative and the calculation of anticipated benefits was complex and the anticipated benefits may not be fully realized. In response to general business conditions, the then current level of business and the outlook for future business, CommScope may again need to initiate restructuring actions that could result in workforce reductions and restructuring charges, which could be material.

CommScope may need to recognize impairment charges related to fixed assets, amortizable intangible assets or goodwill or other intangible assets with indefinite lives.

        CommScope has recognized impairment charges in the past as a result of adverse changes in business conditions or in conjunction with restructuring activities. As a result of an event or a change in circumstances or through CommScope's periodic testing, CommScope may, in the future, determine that one or more of its long-lived assets is impaired and that an impairment charge is required. Any such impairment charge could have a material effect on CommScope's results of operations and financial position.

CommScope has significant obligations under its employee benefit plans.

        Significant changes to the assets and/or the liabilities related to CommScope's employee benefit obligations as a result of changes in actuarial estimates, asset performance or benefit changes, among others, could have a material impact on its financial position and/or results of operations.

        In addition, legislative or regulatory changes could require CommScope to fund a material portion of its significant unfunded obligations, which could have a material adverse impact on its financial flexibility.

CommScope may incur costs and may not be successful in protecting its intellectual property and in defending claims that CommScope is infringing on the intellectual property of others.

        CommScope may encounter difficulties, costs or risks in protecting its intellectual property rights or obtaining rights to additional intellectual property to permit it to continue or expand its business. Other companies, including some of CommScope's largest competitors, hold intellectual property rights

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in its industry, and the intellectual property rights of others could inhibit its ability to introduce new products unless CommScope secures licenses on commercially reasonable terms, as such are needed.

        In addition, CommScope has been required and may be required in the future to initiate litigation in order to enforce any patents issued or licensed to CommScope or to determine the scope and/or validity of a third party's patent or other proprietary rights. CommScope also has been and may in the future be subject to lawsuits by third parties seeking to enforce their own intellectual property rights. Any such litigation, regardless of outcome, could subject CommScope to significant liabilities or require it to cease using proprietary third party technology and, consequently, could have a material adverse effect on its results of operations and financial condition.

        In certain markets, CommScope may be required to address counterfeit versions of its products. CommScope may incur significant costs in pursuing the originators of such counterfeit products and, if CommScope is unsuccessful in eliminating them from the market, it may experience a diminution in the value of its products.

CommScope's ability to obtain additional capital on commercially reasonable terms may be limited.

        Although CommScope believes its current cash, cash equivalents and short-term investments as well as future cash from operations and availability under its new credit facility provide adequate resources to fund ongoing operating requirements, CommScope may need to seek additional financing to compete effectively. CommScope's public debt ratings affect its ability to raise capital and the cost of that capital. On June 27, 2007, Standard and Poor's lowered its credit rating on CommScope to "BB-" from "BB" and placed the ratings on CreditWatch with negative implications. In addition Moody's Investor Service placed CommScope's "Ba2" corporate family rating under review for downgrade after the acquisition announcement. Future downgrades of CommScope's debt ratings may increase its borrowing costs and affect its ability to access the debt or equity capital markets on terms and in amounts that would be satisfactory to CommScope.

        If CommScope is unable to obtain capital on commercially reasonable terms, it could:

        CommScope may incur additional indebtedness in the future under the credit facility, through future debt issuance, through assumption of liabilities in connection with future acquisitions or otherwise.

CommScope's business depends on effective information management systems.

        CommScope relies on its enterprise resource planning systems to support such critical business operations as processing sales orders and invoicing, inventory control, purchasing and supply chain management, payroll and human resources, and financial reporting. CommScope periodically

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implements upgrades to such systems or migrate one or more of its affiliates, facilities or operations from one system to another. If CommScope is unable to adequately maintain such systems to support its developing business requirements or effectively manage any upgrade or migration, CommScope could encounter difficulties that could have an adverse impact on its business, internal controls over financial reporting, financial results, or its ability to timely and accurately report such results, which could be material.

A significant uninsured loss or a loss in excess of CommScope's insurance coverage could materially adversely affect its financial condition.

        CommScope maintains insurance covering its normal business operations, including fire, property and casualty protection that CommScope believes is adequate. CommScope does not generally carry insurance covering wars, acts of terrorism, earthquakes or other similar catastrophic events. Because insurance has generally become more expensive, CommScope may not be able to obtain adequate insurance coverage on financially reasonable terms in the future. A significant uninsured loss or a loss in excess of CommScope's insurance coverage could materially adversely affect its financial condition.

Compliance with domestic and foreign environmental laws and potential environmental liabilities may have a material adverse impact.

        CommScope is subject to various federal, state, local and foreign environmental laws and regulations governing, among other things, discharges to air and water, management of hazardous substances, handling and disposal of solid and hazardous waste, and investigation and remediation of hazardous substance contamination. Because of the nature of CommScope's business, CommScope has incurred and will continue to incur costs relating to compliance with these environmental laws and regulations. Compliance with current laws and regulations has not had and is not expected to have a material adverse effect on CommScope's financial condition. However, new laws and regulations, including those regulating the types of substances allowable in certain of CommScope's products, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new remediation or discharge requirements could require CommScope to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on its financial condition and results of operations. For example, the European Union has issued directives relating to hazardous substances contained in electrical and electronic equipment and the disposal of waste electrical and electronic equipment. If CommScope is unable to comply with these and similar laws in other jurisdictions, this could have a material adverse effect on its financial condition and results of operations.

        Pursuant to the Comprehensive Environmental Response, Compensation and Liability Act and similar state statutes, current or former owners or operators of a contaminated property, as well as companies that generated, disposed of, or arranged for the disposal of hazardous substances at a contaminated property can be held jointly and severally liable for the costs of investigation and remediation of the contaminated property, regardless of fault. CommScope's present and past facilities have been in operation for many years and over that time, in the course of those operations, these facilities have used substances or generated and disposed of wastes which are or might be considered hazardous. CommScope has been indemnified by prior owners and operators of certain of these facilities for costs of investigation and/or remediation, but there can be no assurance that CommScope will not ultimately be liable for some or all of these costs. Therefore, it is possible that environmental liabilities may arise in the future which CommScope cannot now predict.

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CommScope may experience significant variability in its quarterly and annual effective tax rate.

        For the years ended December 31, 2006, 2005 and 2004, CommScope's effective tax rate has ranged from 29.7% to 32.8%. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties and the failure to realize tax benefits related to equity-based compensation, among other matters, may significantly impact CommScope's effective income tax rate in the future. A significant increase in CommScope's effective income tax rate could have a material impact on its results of operations.

RISK FACTORS RELATED TO ANDREW'S BUSINESS

A jury has found that Andrew willfully infringed a third party's patent in providing a mobile location system to a customer located in the Middle East, and the jury awarded $45.3 million in damages to that third party.

        On October 25, 2005, TruePosition, Inc. filed a complaint in the U.S. District Court for the District of Delaware, alleging that Andrew's sale of certain mobile location products to a customer located in the Middle East infringed a TruePosition patent. Mobile location systems installed in wireless networks are used to determine the position of mobile devices. The complaint sought, among other things, injunctive relief and unspecified monetary damages.

        On September 14, 2007, a jury ruled in favor of TruePosition, finding that Andrew had willfully infringed a single TruePosition patent in providing a mobile location system to the customer, and the jury awarded $45.3 million in damages to TruePosition. The jury's verdict, including the damage award, is subject to the outcome of various post verdict motions and appeals that Andrew will pursue. In addition, the judge presiding over the case has not ruled on Andrew's equitable claims of equitable estoppel, unclean hands and implied license. Andrew will present those claims to the judge as part of the post trial submissions. TruePosition may continue to seek an injunction, may seek to increase the damages awarded, up to trebling the amount, and may seek to recover interest, fees and expenses (including the fees and expenses of its counsel).

        As a result of the jury verdict in the case, Andrew plans to record a $45.3 million pre-tax charge to its earnings in the fourth quarter of fiscal 2007, which is Andrew's reasonable estimate of the probable loss if the jury verdict is not overturned. The litigation with TruePosition may result in the loss of future revenue opportunities, including opportunities to manufacture and sell products using uplink time difference of arrival (U-TDOA) technology; however, Andrew is not currently able to assess the likelihood or magnitude of such potential losses.

        At issue in the litigation with TruePosition is a patent that TruePosition argued was infringed by an Andrew U-TDOA mobile location system that is being deployed under multiple phases with the customer. Andrew was awarded the initial two phases with this customer for an expanded deployment of this strategic project which, when completed, will cover approximately a thousand cell sites. There are additional phases, not all of which have been awarded by the customer, for approximately two thousand additional cell sites. The jury verdict includes claims related to all such cell sites, including those already installed and those to be installed. The patent at issue relates only to certain implementations using U-TDOA technology. As a result, other Andrew Geometrix® customer installations, including E-911 systems and Mobile Location Center offerings, that use different mobile location technologies are not impacted.

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The goodwill balance on Andrew's balance sheet is tested at least annually for possible valuation impairment and any non-cash impairment charges could adversely affect Andrew's financial results.

        Andrew tests its goodwill balance for possible impairment as of July 1 each year, or on an interim basis if circumstances dictate, based on the five reporting units of Andrew's business. As a result of the losses generated by Base Station Subsystems in the first six months of fiscal 2007, Andrew determined that an interim test of the goodwill balance for Base Station Subsystems was required. Andrew completed its assessment of Base Station Subsystems goodwill in the third quarter of fiscal 2007 and, as a result, recorded a non-cash impairment loss of $108 million. As of June 30, 2007, Andrew had a goodwill balance of $810 million, of which $309 million related to the Base Station Subsystems reporting unit. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment. In estimating the fair value of the businesses for the purpose of Andrew's annual or periodic analyses, Andrew makes estimates and judgments about the future cash flows of its businesses. Although Andrew's cash flow forecasts are based on assumptions that are consistent with plans and estimates being used to manage the underlying businesses, there is significant judgment in determining the cash flows attributable to its businesses. If actual results are different from forecasts, future tests may indicate additional impairments of goodwill, and additional non-cash charges, that may adversely affect the results of operations. If, in the course of the annual or interim valuation testing procedures it is determined that a portion of the consolidated goodwill balance is impaired, any non-cash charge would adversely affect Andrew's financial results.

Deterioration of the wireless infrastructure industry could lead to reductions in capital spending budgets by wireless operators and original equipment manufacturers, which could adversely affect Andrew's revenues, gross margins and income.

        Andrew's revenues and gross margins will depend significantly on the overall demand for wireless infrastructure subsystems products. A reduction in capital spending budgets by wireless operators and original equipment manufacturers caused by an economic downturn could lead to a softening in demand for Andrew's products and services, which could result in a decrease in revenues and earnings.

The telecommunications industry has experienced significant consolidation and this trend is expected to continue.

        It is possible that Andrew and one or more of Andrew's competitors each supply products to the companies that have merged or will merge. This consolidation could result in delays in purchasing decisions by merged companies or in Andrew playing a decreased role in the supply of products to the merged companies. Delays or reductions in wireless infrastructure spending could have a material adverse effect on demand for Andrew's products. Andrew depends on several large original equipment manufacturers and wireless service providers for a significant portion of its business. In fiscal 2006, the top 25 customers accounted for 69% of Andrew's sales. Any disruption in Andrew's relationships with its major customers could adversely affect Andrew's sales, operating margins, and net income.

A substantial portion of Andrew's manufacturing capacity and business activity is outside the United States.

        Conducting business in international markets involves risks and uncertainties such as foreign exchange rate exposure and political and economic instability that could lead to reduced international sales and reduced profitability associated with such sales, which would reduce Andrew's sales and income. A significant portion of Andrew's sales are outside the United States. Andrew anticipates that international sales will continue to represent a substantial portion of Andrew's total sales and that continued growth and profitability will require further international expansion. Identifiable foreign exchange rate exposures result primarily from currency fluctuations, accounts receivable from customer

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sales, the anticipated purchase of products from affiliates and third-party suppliers and the repayment of inter-company loans denominated in foreign currencies with Andrew's foreign subsidiaries. International business risks also include political and economic instability, tariffs and other trade barriers, longer customer payment cycles, burdensome taxes, restrictions on the repatriation of earnings, expropriation or requirements of local or shared ownership, compliance with local laws and regulations, terrorist attacks, developing legal systems, reduced protection of intellectual property rights in some countries, cultural and language differences, difficulties in managing and staffing operations and difficulties maintaining good employee relations. Andrew believes that international risks and uncertainties could lead to reduced international sales and reduced profitability associated with such sales, which would reduce our sales and income.

The competitive pressures Andrew faces could lead to reduced demand or lower prices for its products and services in favor of its competitors' products and services, which could harm Andrew's sales, gross margins and prospects.

        Andrew encounters aggressive competition from a variety of competitors in all areas of its business, and competes primarily on the basis of technology, performance, price, quality, reliability, brand, distribution, customer service and support. If Andrew fails to develop new products and services, periodically enhance its existing products and services, or otherwise compete successfully, it would reduce its sales and prospects. Further, Andrew may have to lower the prices of many of its products and services to stay competitive. If Andrew cannot reduce its costs in response to competitive price pressures, its gross margins would decline.

Over the last four years Andrew has completed several acquisitions and may continue to make acquisitions in the future.

        Andrew believes that these acquisitions provide strategic growth opportunities for Andrew. Andrew's failure to meet the challenges involved in successfully integrating acquisitions or to otherwise realize the anticipated benefits of acquisitions could adversely affect its results of operations. Realizing the benefits of acquisitions will depend on Andrew's ability to successfully integrate acquisitions with its existing operations. Andrew's inability to successfully integrate operations in a timely manner may result in Andrew not realizing the anticipated benefits or synergies of these acquisitions. The integration of companies is a complex, time-consuming and expensive process that could significantly disrupt Andrew's business. The anticipated benefits and synergies of acquisitions are based on projections and assumptions, not actual experience, and assume a successful integration. In addition, Andrew's ability to realize these benefits and synergies could be adversely impacted by practical or legal constraints on its ability to combine operations or implement workforce reductions and by risks relating to potential unknown liabilities.

If Andrew cannot continue to rapidly develop, manufacture and market innovative products and services that meet customer requirements for performance and reliability, Andrew may lose market share and its revenues may suffer.

        The process of developing new wireless technology products and services is complex and uncertain, and failure to anticipate customers' changing needs and emerging technological trends accurately and to develop or obtain appropriate intellectual property could significantly harm Andrew's results of operations. Andrew must make long-term investments and commit significant resources before knowing whether its investments will eventually result in products that the market will accept. After a product is developed, Andrew must be able to manufacture sufficient volumes quickly and at low costs. To accomplish this, Andrew must accurately forecast volumes, product mix and configurations that meet customer requirements, which Andrew may not be able to do successfully.

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        Among the factors that make a smooth transition from current products to new products difficult are delays in product development or manufacturing, variations in product costs, delays in customer purchases of existing products in anticipation of new product introductions and customer demand for the new product. Andrew's revenues and gross margins may suffer if Andrew cannot make such a transition effectively and also may suffer due to the timing of product or service introductions by its suppliers and competitors. This is especially challenging when a product has a short life cycle or a competitor introduces a new product just before its own product introduction. Furthermore, sales of Andrew's new products may replace sales of some of its current products, offsetting the benefit of even a successful product introduction. If Andrew incurs delays in new product introductions, or does not accurately estimate the market effects of new product introductions, given the competitive nature of Andrew's industry, future demand for Andrew's products and Andrew's revenues may be seriously harmed.

Andrew's revenues and selling, general and administrative expenses may suffer if Andrew cannot continue to enforce the intellectual property rights on which its business depends or if third parties assert that Andrew violates their intellectual property rights.

        Andrew generally relies upon patent, copyright, trademark and trade secret laws in the United States and similar laws in other countries, and agreements with Andrew's employees, customers, partners and other parties, to establish and maintain its intellectual property rights in technology and products used in its operations. However, any of Andrew's intellectual property rights could be challenged, invalidated or circumvented, or Andrew's intellectual property rights may not provide competitive advantages, which could significantly harm its business. Also, because of the rapid pace of technological change in the wireless industry, a portion of Andrew's business and Andrew's products may rely on key technologies developed by third parties, and Andrew may not be able to obtain licenses and technologies from these third parties on reasonable terms or at all. Third parties also may claim that Andrew is infringing upon their intellectual property rights. Even if Andrew does not believe that its products or business are infringing upon third parties' intellectual property rights, the claims can be time-consuming and costly to defend and may divert management's attention and resources away from Andrew's business. Claims of intellectual property infringement also might require Andrew to enter into costly settlement or license agreements. If Andrew cannot or does not license the infringed technology at all or on reasonable terms or substitute similar technology from another source, Andrew's sales, operating margins and income could suffer.

Andrew is subject to risks related to product defects which could result in product recalls and could subject it to warranty claims which are greater than anticipated.

        If Andrew were to experience a product recall or an increase in warranty claims compared with its historical experience, Andrew's sales and operating results could be adversely affected. Andrew tests its products through a variety of means. However, there can be no assurance that testing will reveal latent defects in Andrew's products, which may not become apparent until after the products have been sold into the market. Accordingly, there is a risk that product defects will occur, which could require a product recall. Product recalls can be expensive to implement and, if a product recall occurs during the product's warranty period, Andrew may be required to replace the defective product. In addition, a product recall may damage Andrew's relationship with its customers, and Andrew may lose market share with its customers. Andrew offers warranties on most products. The specific terms and conditions of the warranties offered vary depending upon the products sold. Andrew accrues for warranty costs based on the number of units sold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. Andrew regularly reviews these forecasts and makes adjustments as needed. If Andrew were to experience product recall or an increase in warranty claims compared with its historical experience, its sales and operating results could be adversely affected.

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If Andrew cannot continue to attract and retain highly-qualified people, Andrew's revenues, gross margin and income may suffer.

        Andrew believes that its future success significantly depends on its ability to attract, motivate and retain highly qualified management, technical and marketing personnel. The competition for these individuals is intense. From time to time, there may be a shortage of skilled labor, which may make it more difficult and expensive for Andrew to attract, motivate and retain qualified employees. Andrew believes its inability to do so could negatively impact the demand for Andrew's products and services and consequently Andrew's financial condition and operating results.

Andrew's costs and business prospects may be affected by increased government regulation, a factor which is largely beyond its control.

        Andrew is not directly regulated in the United States, but many of its U.S. customers and the telecommunications industry generally are subject to Federal Communications Commission regulations. In overseas markets, there are generally similar governmental agencies that regulate Andrew's customers. Andrew believes that regulatory changes could have a significant negative effect on its business and operating results by restricting its customers' development efforts, making current products obsolete or increasing competition. Andrew's customers must obtain regulatory approvals to operate certain of its products. Any failure or delay by any of Andrew's customers to obtain these approvals would adversely impact its ability to sell Andrew's products. The enactment by governments of new laws or regulations or a change in the interpretation of existing regulations could adversely affect the market for Andrew's products. The increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products, generally following extensive investigation and deliberation over competing technologies. In the past, the delays inherent in this governmental approval process have caused, and may in the future cause, the cancellation or postponement of the deployment of new technologies. These delays could have a material adverse effect on Andrew's revenues, gross margins and income.

The Chinese government could delay issuance of anticipated new wireless network licenses.

        The Chinese government is planning to issue licenses for its next generation wireless network. The new Chinese network will become the technical standard with which wireless infrastructure will be designed, manufactured and deployed in China. It is anticipated that these licenses will be issued within the next year. Additionally, Andrew anticipates an increase in wireless infrastructure spending associated with the build-out of the anticipated new network. Significant delays of license issuance could adversely affect Andrew's financial results.

Compliance with European Union environmental directives could be difficult and costly for Andrew.

        The European Union has issued directives governing the design of energy-using products, the restriction of the use of certain hazardous substances and the waste (disposal) of electrical and electronic equipment. These directives require companies to change the way they design, manufacture, track and bring new products into the market. Certain products Andrew manufactures and distributes throughout the European Union will need to comply with these directives. If Andrew is not able to comply with these directives, customer shipments and financial results may be adversely affected.

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The manufacture of Andrew's power amplifiers and certain of Andrew's filter products have been outsourced to companies that specialize in electronics contract manufacturing.

        The manufacturing of Andrew's power amplifier products has been performed by a leading electronics contract manufacturer for the past several years. Additionally, in September 2006, Andrew announced that it is outsourcing the manufacture of its European and North American-made filters to another leading electronics contract manufacturer. Andrew will continue to manufacture certain filter products at its Shenzhen, China facility. The use of contract electronics manufacturers by Andrew increases the risk of product supply disruption and intellectual property misappropriation. Disruption of product supplies could affect customer relationships, sales and profits. Intellectual property misappropriation could affect Andrew's competitiveness in power amplifier and certain filter product lines which would depress long-term sales and profits.

Allegations of health risks from wireless equipment may negatively affect Andrew's results of operations.

        Allegations of health risks from the electromagnetic fields generated by base stations and mobile handsets, and the lawsuits and publicity relating to them, regardless of merit, could affect Andrew's operations negatively by leading consumers to reduce their use of mobile phones or by causing Andrew to allocate resources to these issues.

Andrew intends to sell its Satellite Communications business and anticipates recording an impairment of Satellite Communication's assets in the quarter ended September 30, 2007.

        On May 3, 2007, Andrew announced its intention to sell its Satellite Communications business. Since the announcement, Andrew has engaged in discussions with potential buyers and is currently negotiating a potential sale. While Andrew believes a sale of the Satellite Communications business is probable, there can be no assurance that Andrew will complete a transaction on terms acceptable to it, or at all. If Andrew does not complete the intended divestiture, Andrew will have incurred significant transaction expenses and may continue to realize ongoing operating losses. The sale of the Satellite Communications business is subject to board and CommScope's approval.

        As of the end of Andrew's fourth quarter, which ended September 30, 2007, Andrew determined that, as a result of continuing operating losses, lower short-term business prospects as compared to previous forecasts, and, despite significant numbers of initial indications of interest, the low number of remaining substantive bids resulting from Andrew's efforts to sell the Satellite Communications business, an indicator of impairment existed in accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. As such, Andrew is performing a test of the recoverablility of the carrying value of the long-lived assets and expects to incur a non-cash impairment charge in the quarter ended September 30, 2007 of approximately $19 million to reduce the carrying value of long-lived assets to their estimated fair value.

        Andrew also performed "step one" of its annual goodwill impairment test in accordance with paragraph 19 of SFAS 142, Goodwill and Other Intangible Assets, for the Satellite Communications reporting unit as of July 1, 2007. Based on this test, Andrew determined that the fair value at July 1, 2007 was less than the carrying value of Satellite Communication's net assets and therefore a potential goodwill impairment existed. While Andrew has not completed the required "step two" impairment test, it is likely that Andrew will incur a non-cash goodwill impairment charge for the quarter ended September 30, 2007 of approximately $15 million to reduce the carrying value of goodwill.

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BUSINESS OF COMMSCOPE

        CommScope is a world leader in infrastructure solutions for communications networks. CommScope's highly-engineered cable and connectivity solutions enable a host of information-rich and interactive services that are delivered to the home, office and mobile devices. CommScope focuses on the "last mile" in communications networks, which is the distribution access, or final link to the customer. CommScope believes it is a global leader in structured cabling solutions for business enterprise applications and a global leader in broadband coaxial cables for the cable television industry. CommScope also designs, manufactures and markets a broad line of high-performance electronic, coaxial, and fiber optic cables and related products for data networking, Internet access, wireless communication, telephony and other broadband applications. In addition, CommScope is an industry leader in the design and manufacture of environmentally secure enclosures to integrate complex equipment for digital subscriber line (DSL) and Fiber-to-the-Node (FTTN) deployments by telecommunication service providers in the United States. CommScope believes that business enterprises, wired and wireless broadband service providers, carriers and consumers are faced with a growing need for higher bandwidth infrastructure solutions as new applications are developed and network traffic increases.

        CommScope is a global manufacturer, employing state-of-the-art processes in 11 manufacturing facilities on five continents, and sells its products directly to customers and through a global network of distributors, system integrators and value-added resellers. CommScope sells its products in more than 130 countries. CommScope has organized and managed its business based on the following three reportable business segments, which are based on major product categories:

        Through the Enterprise segment, CommScope is a leading global provider of structured cabling systems for business applications. Such cabling systems are transmission networks inside a building or campus of buildings that connect voice and data communication devices, video and building automation devices, switching equipment and other information-management systems. Structured cabling systems consist of various components, including transmission media (cable), circuit administration hardware, connectors, jacks, plugs, adapters, transmission electronics, electrical protection devices, support hardware and software. The products in this segment are primarily sold through independent distributors, system integrators, and value-added resellers.

        Through the Broadband segment, CommScope designs, manufactures and markets coaxial and fiber optic cables and supporting apparatus. The coaxial and fiber optic cables are primarily used in Hybrid Fiber Coaxial (HFC) networks being deployed throughout the world. HFC networks utilize a combination of fiber optic and coaxial cable and are widely recognized as one of the most cost-effective ways to offer multi-channel video, voice and data services. These products are primarily sold directly to cable television system operators.

        Through the Carrier segment, CommScope sells a variety of products including secure environmental enclosures, cables and other components used by wireless providers, and structured cabling systems for telephone central offices. These products are sold to telecommunication service providers (carriers) or OEMs that sell equipment to carriers. CommScope's sturdy environmental enclosures are used to protect electronic devices and equipment being deployed in the outside plant or inside buildings. Its wireless products include innovative, high-frequency cables and components for connecting wireless antennae to their transmitters.

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BUSINESS OF ANDREW

        Andrew, together with its subsidiaries, is engaged in the design, manufacture, and supply of communications equipment, services, and systems for global communications infrastructure markets. Andrew's products are primarily based on Andrew's core competency, the radio frequency (RF) path. Andrew has unique technical skills and marketing strengths in developing products for RF systems. Andrew's products are used in the infrastructure for traditional wireless networks, third generation (3G) technologies, voice, data, video and Internet services, as well as applications for microwave and satellite communications, and other specialized applications.

        Effective October 1, 2006, Andrew restructured its five product businesses into two operating groups, Wireless Network Solutions and Antenna and Cable Products, in order to reflect the customer segments these groups serve and to leverage the many opportunities for collaboration and efficiencies in supporting global customers. Andrew's five product businesses are: Antenna and Cable Products, Base Station Subsystems, Network Solutions, Wireless Innovations and Satellite Communications. Antenna and Cable Products includes a diverse product offering for the wireless infrastructure segment including base station antennas, coaxial cable and connectors and microwave antennas. Base Station Subsystems products are integral components of wireless base stations and include products such as power amplifiers, filters, duplexers and combiners that are sold individually or as parts of integrated subsystems. Network Solutions includes geolocation products, network optimization analysis systems, and engineering and consulting services. Wireless Innovations products are used to extend and enhance the coverage of wireless networks in areas where signals are difficult to send or receive, such as tunnels, subways and airports, and include both complete systems and individual components. Satellite Communications is comprised of the following product lines: direct-to-home (DTH) satellite antennas, earth station antennas and systems (ESA) and high frequency (HF) / radar products. The creation of the new operating segments was accompanied by changes to the executive management team that aligned with this new structure and streamlined the leadership of Andrew.

        Andrew has a significant international manufacturing and distribution presence. Sales of products exported from the United States or manufactured abroad accounted for approximately 57% of Andrew's sales in fiscal 2006, 56% in fiscal 2005, and 54% in fiscal 2004. Over the last decade, Andrew has significantly increased its international manufacturing and distribution capabilities in some of the fastest developing wireless infrastructure areas. Developing countries represent some of the greatest growth opportunities for wireless communication, as wireless is the most cost efficient way to provide communications infrastructure to these regions. Andrew believes that developing markets such as China and India have significant long-term growth potential for the company. Andrew built new manufacturing facilities in China and India in fiscal 1998 and has continued to expand operations in these regions. These facilities have allowed Andrew to more effectively reach customers and increase sales in Asia. In fiscal 2005 Andrew began relocating a significant portion of the manufacturing of its filter product line to China.

        On May 3, 2007, Andrew announced its intention to sell the Satellite Communications business. The final terms of any divestiture transaction are subject to board approval and the approval of CommScope, and there can be no assurance as to the terms, timing, or consummation of any such transaction. Satellite Communications sales were 4% of Andrew's third quarter sales and 5% of Andrew's year-to-date sales for fiscal 2007.

TruePosition Litigation

        On October 25, 2005, TruePosition, Inc. filed a complaint in the U.S. District Court for the District of Delaware, alleging that Andrew's sale of certain mobile location products to a customer located in the Middle East infringed a TruePosition patent. Mobile location systems installed in wireless networks are used to determine the position of mobile devices. The complaint sought, among other things, injunctive relief and unspecified monetary damages.

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        On September 14, 2007, a jury ruled in favor of TruePosition, finding that Andrew had willfully infringed a single TruePosition patent in providing a mobile location system to the customer, and the jury awarded $45.3 million in damages to TruePosition. Andrew believes the verdict is in error and Andrew will seek to have it reversed. The jury's verdict, including the damage award, is subject to the outcome of various post verdict motions and appeals that Andrew will vigorously pursue. In addition, the judge presiding over the case has not ruled on Andrew's equitable claims of equitable estoppel, unclean hands and implied license. Andrew will present those claims to the judge as part of the post trial submissions. TruePosition may continue to seek an injunction, may seek to increase the damages awarded, up to trebling the amount, and may seek to recover interest, fees and expenses (including the fees and expenses of its counsel). However, Andrew believes the damages awarded are inappropriate, as would be any increase, any award of interest, fees or expenses or the issuance of an injunction.

        As a result of the jury verdict in the case, Andrew plans to record a $45.3 million pre-tax charge to its earnings in the fourth quarter of fiscal 2007, which is Andrew's reasonable estimate of the probable loss if the jury verdict is not overturned. Andrew plans to vigorously pursue all available means to overturn the verdict.

        At issue in the litigation with TruePosition is a patent that TruePosition argued was infringed by an Andrew uplink time difference of arrival (U-TDOA) mobile location system that is being deployed under multiple phases with the customer. Andrew was awarded the initial two phases with this customer for an expanded deployment of this strategic project which, when completed, will cover approximately a thousand cell sites. There are additional phases, not all of which have been awarded by the customer, for approximately two thousand additional cell sites. The jury verdict includes claims related to all such cell sites, including those already installed and those to be installed. The patent at issue relates only to certain implementations using U-TDOA technology. As a result, other Andrew Geometrix® customer installations, including E-911 systems and Mobile Location Center offerings, that use different mobile location technologies are not impacted.

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THE SPECIAL MEETING

Date, Time and Place

        These proxy materials are delivered to you in connection with the solicitation by Andrew's board of directors of proxies to be voted at the special meeting, which is to be held at    •    in    •    on    •    , 2007 at    •    , local time. On or about    •    , 2007, Andrew commenced mailing this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the meeting. The special meeting may be adjourned or postponed to another date or place for proper purposes, including for the purpose of soliciting additional proxies.

Matters to be Considered at the Meeting

        At the special meeting, holders of Andrew common stock will be asked to consider and vote on proposals, as more fully described in the proxy statement/prospectus:

        The proxies may vote, at their discretion, upon such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting. At the present time, Andrew knows of no other matters that will be presented for consideration at the special meeting.

Record Date and Shares Entitled to Vote

        Only holders of record of Andrew common stock at the close of business on the record date,    •    , 2007, are entitled to notice of, and to vote at, the special meeting. There were approximately    •    holders of record of Andrew common stock at the close of business on the record date. Because many of such shares are held by brokers and other institutions on behalf of stockholders, Andrew is unable to estimate the total number of stockholders represented by these record holders. There were    •    shares of Andrew common stock issued and outstanding at the close of business on the record date. Each share of Andrew common stock entitles the holder thereof to one vote on each matter submitted for stockholders' approval.

Voting of Proxies; Revocation of Proxies

        Andrew stockholders may vote using any one of the following methods:

        Andrew stockholders may revoke their proxy at any time prior to its exercise by:

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        Your presence, without voting at the meeting, will not automatically revoke your proxy, and any revocation during the meeting will not affect votes previously taken.

Vote Required for Stockholder Approval

Stock Ownership of Management and Certain Stockholders

        As of August 7, 2007, directors and executive officers of Andrew and their affiliates owned and were entitled to vote 394,106 shares of Andrew common stock, or approximately 0.3% of the total shares of Andrew common stock outstanding on that date.

Quorum; Abstentions and Broker Non-Votes

        The presence of the holders of a majority of the shares entitled to vote at the special meeting either in person or by proxy constitutes a quorum. Therefore, you will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or Internet, or if you attend the meeting (if you are permitted to vote in person). Abstentions are counted as "shares present" at the meeting for purposes of determining whether a quorum exists.

        Proxies submitted by brokers that do not indicate a vote for the merger because the brokers do not have discretionary voting authority and have not received instructions from you as to how to vote on the proposals (which we refer to as broker non-votes) are considered "shares present" for purposes of determining whether a quorum exists. Broker non-votes will have the same effect as a vote against the adoption of both Proposal No. 1 and Proposal No. 2.

Solicitation of Proxies; Expenses

        The accompanying proxy is being solicited on behalf of Andrew's board of directors. Andrew will pay all of the costs of preparing, mailing and soliciting the proxies and materials used in this solicitation. Andrew will ask banks, brokers and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of Andrew common stock and to obtain the authority to execute proxies. Andrew will reimburse them for their reasonable expenses.

        In addition to mailing proxy materials, Andrew's directors, officers and employees may solicit proxies in person, by telephone or otherwise. Andrew also has employed Morrow & Co., Inc. to solicit proxies on its behalf and will pay them approximately $10,000, plus reimbursement of out-of-pocket expenses for their services.

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Appraisal Rights

        Holders of Andrew common stock have appraisal rights under the Delaware General Corporation Law in connection with the merger. Under the DGCL, holders of Andrew common stock have the right to dissent from the merger and to receive payment in cash for the fair value of such holder's common stock as determined by the Delaware Court of Chancery, together with a fair rate of interest, if any, as determined by the court, in lieu of the consideration such holder would otherwise be entitled to pursuant to the merger agreement. These rights are known as appraisal rights. Stockholders electing to exercise appraisal rights must comply strictly with the statutory procedures set out in the provisions of Section 262 of the DGCL in order to perfect their rights. In addition, holders of Andrew common stock will have to determine whether or not to exercise their appraisal rights in connection with the merger before CommScope is required to decide on the form of the consideration for the stub portion of the merger consideration.

        The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed by a stockholder in order to dissent from the merger and perfect its appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement/prospectus.

        Any holder of Andrew common stock seeking to exercise its right to dissent from the merger and demand appraisal of its shares of Andrew common stock, or wishing to preserve its right to do so, should carefully review Section 262 and is urged to consult a legal advisor. Failure to precisely follow any of the statutory procedures set forth in Section 262 of the DGCL may result in a termination or waiver of your appraisal rights.

        Section 262 requires that stockholders be notified that appraisal rights will be available not less than 20 days before the stockholders' meeting to vote on the merger. A copy of Section 262 must be included with such notice. This proxy statement/prospectus constitutes Andrew's notice to its stockholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 contained in Annex C to this proxy statement/prospectus since failure to timely and properly comply with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

        If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

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        If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive the merger consideration for your shares of common stock as provided in the merger agreement, but you will have no appraisal rights with respect to your shares of common stock.

        All demands for appraisal should be addressed to Andrew Corporation, 3 Westbrook Corporate Center, Suite 900, Westchester, Illinois 60154, Attention: Corporate Secretary, and must be delivered before the vote on the merger agreement is taken at the special meeting, and should be executed by, or on behalf of, the record holder of the shares of common stock. The demand must reasonably inform Andrew of the identity of the stockholder and the intention of the stockholder to demand appraisal of his, her or its shares.

        To be effective, a demand for appraisal by a holder of common stock must be made by, or in the name of, such registered stockholder, fully and correctly, as the stockholder's name appears on his or her stock certificate(s). Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to us. The beneficial holder must, in such cases, have the registered owner, such as a broker, bank or other nominee, submit the required demand in respect of those shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by or for the fiduciary; and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the record owner.

        If you hold your shares of common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

        Within 10 days after the effective time of the merger, the surviving corporation must give written notice that the merger has become effective to each stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the merger agreement. At any time within 60 days after the effective time, any stockholder who has demanded an appraisal has the right to withdraw the demand and to accept the merger consideration specified by the merger agreement for his or her shares of common stock. Within 120 days after the effective date of the merger, any stockholder who has complied with Section 262 will, upon written request to the surviving corporation, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which demands for appraisal rights have been received and the aggregate number of holders of such shares. Such written statement will be mailed to the requesting stockholder within 10 days after such written request is received by the surviving corporation or within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later. Within 120 days after the effective time, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition in the event there are dissenting stockholders. Accordingly, the failure of a stockholder to file such a petition within the period specified could nullify the stockholder's previously written demand for appraisal.

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        If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Delaware Court of Chancery with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. After notice to dissenting stockholders who demanded appraisal of their shares, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby. The Delaware Court of Chancery may require the stockholders who have demanded appraisal for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

        After determination of the stockholders entitled to appraisal of their shares of common stock, the Delaware Court of Chancery will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Delaware Court of Chancery so determines, to the stockholders entitled to receive the same, upon surrender by such holders of the certificates representing those shares.

        In determining fair value, and, if applicable, a fair rate of interest, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered, and that "fair price obviously requires consideration of all relevant factors involving the value of a company."

        Section 262 provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        You should be aware that the fair value of your shares as determined under Section 262 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the merger agreement.

        Costs of the appraisal proceeding may be imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery as the Court deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. Any stockholder who had demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the effective time; however, if no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder delivers a written withdrawal of his or her demand for

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appraisal and an acceptance of the terms of the merger within 60 days after the effective time of the merger, then the right of that stockholder to appraisal will cease and that stockholder will be entitled to receive the merger consideration for shares of his, her or its common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made more than 60 days after the effective time of the merger may only be made with the written approval of the surviving corporation and must, to be effective, be made within 120 days after the effective time.

        In view of the complexity of Section 262, stockholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.

Andrew Board Recommendation

        The merger agreement was unanimously approved by the directors present at the meeting called for that purpose, which included all of the directors. Andrew's board of directors recommends that Andrew stockholders vote to approve the adoption of the merger agreement.

        ANDREW'S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE ADOPTION OF THE MERGER AGREEMENT IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ANDREW AND ITS STOCKHOLDERS AND HAS APPROVED THE ADOPTION OF THE MERGER AGREEMENT. ANDREW'S BOARD OF DIRECTORS RECOMMENDS THAT ALL ANDREW STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 1.

        ANDREW'S BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, IF A QUORUM IS PRESENT, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO. 1 IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ANDREW AND ITS STOCKHOLDERS AND HAS APPROVED AND ADOPTED THE PROPOSAL. ACCORDINGLY, ANDREW'S BOARD OF DIRECTORS RECOMMENDS THAT ALL ANDREW STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 2.

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PROPOSAL NO. 1—THE MERGER

General Description of the Merger

        At the effective time, DJRoss, Inc. will be merged with and into Andrew. Andrew will be the surviving corporation in the merger and will continue as an indirect wholly owned subsidiary of CommScope. In the merger, each share of Andrew common stock outstanding at the effective time will automatically be converted into the right to receive:

        If CommScope elects to pay the stub portion of the merger consideration entirely in shares of CommScope common stock, approximately 4.9 million shares of CommScope common stock would be issued in respect of Andrew common stock, the Andrew notes, and Andrew stock options and restricted shares in connection with the merger, representing approximately 7% of the outstanding shares of CommScope common stock immediately following the consummation of the merger, assuming that a CommScope common stock price of $52.62 per share (which was the closing price on September 21, 2007) is used in the calculation and based on the number of shares of CommScope stock outstanding as of September 21, 2007. The number of shares of CommScope common stock issued in connection with the merger will be lower if CommScope elects to pay the stub portion of the merger consideration only partially in CommScope common stock. If CommScope elects to pay the stub portion of the merger consideration entirely in cash, no shares of CommScope common stock would be issued in connection with the merger. In determining which form of consideration will be used for the stub portion of the merger consideration, CommScope intends to consider the totality of the information then available to it including, without limitation, the following primary factors: the per share trading price of CommScope's common stock during the measurement period as compared to the recent historical trading prices of CommScope common stock; the amount of cash, cash equivalents and short- term investments available to CommScope and the amount of cash estimated to be required for normal operations; the views of the rating agencies; CommScope's business outlook (including management's views as to CommScope's future revenues, earnings and cash flow); and conditions in the equity and financing markets (including the terms of its debt financing). In particular, CommScope intends to assess, immediately prior to closing, the terms of its financing arrangements and the impact of additional borrowings on its future operations, as well as CommScope's common stock price during the measurement period, with a view to optimizing CommScope's financial position.

Background of the Merger

        Andrew's board of directors has regularly reviewed Andrew's strategic objectives and the means of achieving those objectives, including potential strategic initiatives and various business combinations. In particular, Andrew's board has considered the possibility of combining its position in the wireless infrastructure segment with a company that has a leading position in wireline connectivity solutions.

        On May 31, 2006, Andrew entered into an agreement and plan of merger with ADC Telecommunications, Inc. providing for a merger between Andrew and ADC in which each share of

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Andrew common stock would be converted into 0.57 of a share of ADC common stock having an implied market value as of the close of business on May 30, 2006, the last trading day prior to the date of that agreement, of $12.76 per share of Andrew common stock. The market price of ADC's common stock declined following the signing of the merger agreement between Andrew and ADC. By the close of business on Friday, August 4, 2006, the market value of 0.57 of a share of ADC's common stock had fallen to $6.97, a 45% decline since the time the merger agreement between Andrew and ADC had been signed.

        On Monday, August 7, 2006, CommScope made an unsolicited offer to acquire Andrew for $9.50 in cash per Andrew share.

        On August 9, 2006, Andrew and ADC agreed to terminate the May 31, 2006 merger agreement between Andrew and ADC without liability to either party. Andrew's board of directors sought the termination of the merger agreement with ADC due to the precipitous decline in the value of the ADC common stock and because of the belief that then current market conditions raised significant questions about the ability to obtain necessary stockholder approval. To effect the mutual termination, Andrew paid ADC $10 million and agreed that ADC would be paid another $65 million in the event Andrew consummated a business combination transaction within 12 months of August 9, 2006.

        Also on August 9, 2006, Andrew's board of directors carefully reviewed and considered, in consultation with its advisors, CommScope's August 7, 2006 offer of $9.50 in cash per share of Andrew common stock. Andrew's board of directors concluded that such offer did not adequately reflect the value of Andrew, its business prospects, and its industry-leading products, global customer base, and skilled global workforce. Accordingly, Andrew's board of directors rejected CommScope's August 7, 2006 proposal.

        On August 10, 2006, CommScope withdrew its cash offer of $9.50 per share of Andrew common stock.

        In early 2007, Mr. Faison met with the chief executive of another major company in the telecommunications equipment business, referred to herein as Strategic Party #2. Strategic Party #2 indicated that it might have an interest in exploring a possible business combination transaction with Andrew.

        On February 5, 2007, senior representatives of the management of Andrew met with senior representatives of the management of CommScope in Chicago to discuss the possibility of a business combination between Andrew and CommScope.

        On March 14, 2007, Mr. Faison contacted the chief executive officer of Strategic Party #2 to inquire whether that company might have an interest in commencing discussions about a possible business combination transaction. The chief executive officer of Strategic Party #2 was aware of rumors that CommScope might have a continuing interest in acquiring Andrew and indicated that Strategic Party #2 might have an interest in a business combination transaction with Andrew structured as a "merger of equals". The chief executive officer of Strategic Party #2 informed Mr. Faison that he planned to discuss Andrew at an upcoming meeting of the board of directors of Strategic Party #2.

        On March 15, 2007, CommScope sent an unsolicited letter to Andrew proposing that CommScope acquire Andrew for $13.50 in cash per share of Andrew common stock.

        On March 19, 2007, Andrew amended its retention agreement with Citigroup Global Markets Inc., which we refer to as Citigroup, originally entered into in January 2006, to provide that Citigroup would act as financial advisor to Andrew in connection with the consideration of a possible business combination transaction with CommScope, Strategic Party #2 or Strategic Party #3.

        On March 19, 2007, Mr. Faison met with representatives of a private equity sponsor, referred to herein as Private Equity Sponsor #1, and with the chief executive of another major company in the telecommunications equipment business, referred to herein as Strategic Party #3, to discuss the

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possibility of a business combination between Andrew and Strategic Party #3 that might be facilitated by Private Equity Sponsor #1.

        On March 20, 2007, Andrew's board of directors met with Andrew's senior management and with representatives of Andrew's financial advisors, Citigroup, and Andrew's legal advisors, Mayer, Brown, Rowe & Maw LLP, which we refer to as Mayer Brown, to discuss the March 15, 2007 CommScope proposal. At this meeting Andrew's board of directors reviewed with Andrew's senior management and its financial and legal advisors the CommScope proposal, CommScope's business and Andrew's business prospects and possible strategic alternatives. Mr. Faison reviewed for the board his recent contacts with Strategic Party #2, Strategic Party #3 and Private Equity Sponsor #1. At the conclusion of this meeting Andrew's board of directors determined to reject CommScope's $13.50 per share proposal as inadequate.

        On March 23, 2007, representatives of Citigroup discussed Andrew's rejection of the March 15 proposal with representatives of CommScope's financial advisor, Banc of America Securities LLC, who indicated that CommScope might be prepared to increase the proposed purchase price if CommScope were permitted to conduct due diligence regarding Andrew.

        Andrew determined to permit CommScope to perform preliminary due diligence and, on April 3, 2007, entered into a confidentiality agreement with CommScope relating to the protection of Andrew's confidential information provided to CommScope, which included a standstill provision terminating on May 18, 2007. On April 5, 2007, representatives of Andrew's management met in Chicago with representatives of CommScope's senior management and made a presentation about Andrew's business.

        On April 19, 2007, representatives of Banc of America Securities LLC indicated that CommScope might be prepared to increase its proposal to acquire Andrew to $13.75 per share in cash. Later on April 19, 2007, Andrew's board of directors was informed of this possible increase and determined to reject this revised indication of interest and to terminate further discussions with CommScope.

        On May 2, 2007, Mr. Faison and Marty Kittrell, Andrew's Chief Financial Officer, met with representatives of a private equity sponsor, referred to herein as Private Equity Sponsor #2, to determine if there was possible interest on the part of Private Equity Sponsor #2 in an acquisition of Andrew.

        On May 3, 2007, Andrew released its financial results for the second fiscal quarter of 2007; in the two trading days following such release the per share closing price of Andrew's common stock on the Nasdaq Global Market rose approximately 16% from $11.27 to $13.09.

        On May 8, 2007, Mr. Faison contacted Frank M. Drendel, CommScope's Chairman and Chief Executive Officer, to suggest that either CommScope substantially improve its proposal or terminate discussions. On May 9, 2007, CommScope submitted a substantially improved proposal to Andrew in which it proposed to pay $15.00 per share of Andrew common stock, consisting of an unspecified amount of cash, plus up to 12 million shares of CommScope common stock.

        On May 10, 2007, Andrew's board of directors met with Andrew's senior management and with representatives of Andrew's financial and legal advisors to discuss CommScope's substantially improved May 9 proposal. At this meeting, Andrew's board of directors discussed Andrew's other possible strategic alternatives, including the fact that Andrew had not been able to induce Strategic Party #2, Strategic Party #3, Private Equity Sponsor #1 or Private Equity Sponsor #2 to make a business combination proposal and that it appeared unlikely that any other strategic party or private equity sponsor would be reasonably likely to be in a position to make a business combination proposal that would be superior to a $15.00 per share transaction with CommScope. Andrew's board of directors authorized Andrew's management and advisors to pursue a transaction with CommScope on the best terms that could be negotiated, including maximum certainty as to price regarding any portion of the consideration to be paid in the form of shares of CommScope common stock.

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        On May 17, 2007, Andrew and CommScope entered into a confidentiality agreement relating to the protection of CommScope's confidential information provided to Andrew. Also on May 17, 2007, Andrew and CommScope entered into an agreement providing that Andrew could not solicit other acquisition proposals (but could respond to unsolicited acquisition proposals) until June 5, 2007.

        Between May 10, 2007 and June 5, 2007, Andrew and CommScope engaged in negotiations regarding the terms of a possible transaction and each continued to conduct its due diligence investigation of the other.

        On June 5, 2007, negotiations were suspended when an impasse was reached regarding the proposed terms of the transaction, including possible closing conditions and price certainty of the portion of the consideration that was to be paid in the form of shares of CommScope common stock.

        On June 13, 2007, Andrew and CommScope resumed their discussions and on June 15, 2007, CommScope improved its proposal to offer Andrew stockholders $15.00 per share of Andrew common stock, $13.50 of which to be payable in cash and $1.50 of which to be payable in cash, CommScope common stock or a combination thereof at the election of CommScope. The value of any CommScope common stock used as consideration would be fixed based on the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending two trading days prior to the day on which the merger became effective. CommScope believed that its proposal, including both the increased aggregate amount and the structure of the consideration, would provide Andrew stockholders both with an attractive premium for their shares and reasonable certainty as to the value of the merger consideration, since at least 90% would be in cash, yet would allow CommScope the flexibility to use CommScope common stock for a portion of the merger consideration if CommScope determined it would be desirable to do so based on market and business conditions existing at the time of the merger (even though the decision would be made after the Andrew stockholder vote). In particular, CommScope wanted the flexibility to determine the form of consideration for the stub portion of the merger consideration after the measurement period and after the terms of its financing arrangements had been determined with a view to optimizing CommScope's financial position.

        On June 19, 2007, Andrew formally retained Merrill Lynch to provide an independent fairness opinion regarding the proposed merger.

        On June 21, 2007, Andrew's board of directors held a special meeting in Chicago. A representative of Mayer Brown reviewed with the board its fiduciary duties under applicable law. Representatives of Citigroup and Merrill Lynch reviewed with Andrew's board of directors their respective financial analyses of the proposed business combination with CommScope. In addition, representatives of Andrew's management and Ernst & Young LLP reported on their due diligence findings regarding CommScope. The representative of Mayer Brown reviewed certain terms of the draft merger agreement and CommScope's financing commitment. Representatives of Andrew and CommScope, and their respective legal counsel, continued to negotiate the final terms of the merger agreement from June 13 through June 26, 2007.

        On June 26, 2007, Andrew's board of directors held a special telephonic meeting at which representatives of Andrew's management and representatives of Citigroup, Merrill Lynch, and Mayer Brown were present. At this meeting, the board of directors reviewed the final terms of the merger agreement. Representatives of Merrill Lynch reviewed its financial analyses and delivered to Andrew's board of directors Merrill Lynch's oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of June 26, 2007 and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the merger consideration pursuant to the merger was fair, from a financial point of view, to the holders of Andrew common stock. For further information regarding this opinion, see the section entitled "Proposal No. 1—The Merger—Opinion of Andrew's Financial Advisor." Following further discussions and deliberations, Andrew's board of directors unanimously approved and declared advisable the merger agreement and the transactions that it contemplates and resolved to recommend that Andrew stockholders approve and adopt the merger agreement and the transactions that it contemplates.

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        On the evening of June 26, 2007, Andrew and CommScope entered into the merger agreement and the proposed transaction was publicly announced on the morning of June 27, 2007.

Andrew's Reasons for the Merger

        In determining whether to approve the merger agreement, Andrew's board of directors considered a variety of factors that might impact the long-term, as well as the short-term, interests of Andrew and its stockholders, including whether these interests may be best served by the continued independence of Andrew. As part of its deliberations, Andrew's board of directors took into consideration, among other factors, the historical, current and projected financial condition, results of operations, stock performance, capitalization and operating, strategic and financials risks of Andrew.

        In making the determination described above, Andrew's board of directors consulted with Andrew's management, legal advisors, tax advisors and accountants and was advised by Citigroup, Andrew's financial advisor, and Merrill Lynch, which delivered to the board its opinion as to the fairness from a financial point of view of the merger consideration. Andrew's board of directors considered a number of factors, including, among other things, the following principal positive factors (the order does not reflect relative significance):

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        Andrew's board of directors also considered certain risks and other potentially negative factors, including the following:

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        Andrew's board of directors believes that, overall, the potential benefits of the merger to Andrew's stockholders outweigh the risks of the merger and the negative factors described above and that the merger provides the maximum value reasonably available to stockholders.

        The foregoing discussion of information and factors considered by Andrew's board of directors is not intended to be exhaustive, but is believed to include a summary of all of the material factors considered by Andrew's board of directors. In view of the variety of factors considered in connection with its evaluation of the merger, Andrew's board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. In addition, individual members of Andrew's board of directors may have given different weights to different factors.

Andrew Board of Directors' Recommendation

        AFTER CAREFUL CONSIDERATION, ANDREW'S BOARD OF DIRECTORS RECOMMENDS THAT ANDREW STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 1 TO ADOPT THE MERGER AGREEMENT.

Opinion of Andrew's Financial Advisor

        Merrill Lynch was retained by Andrew's board of directors to evaluate the fairness, from a financial point of view, of the consideration to be received by holders of Andrew common stock pursuant to the proposed transaction. On June 26, 2007, Merrill Lynch rendered its oral opinion to Andrew's board, which opinion was subsequently confirmed in writing that, as of that date, based upon and subject to the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Merrill Lynch, as set forth in its opinion, the consideration to be received by holders of Andrew common stock pursuant to the proposed merger was fair, from a financial point of view, to the holders.

        The full text of Merrill Lynch's written opinion, which sets forth material information relating to the opinion, including the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Merrill Lynch, is attached as Annex B to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference in its entirety. This description of Merrill Lynch's opinion is qualified in its entirety by reference to, and should be reviewed together with, the full text of the opinion. You are urged to read the opinion and consider it carefully.

        Merrill Lynch's opinion is addressed to the board of directors of Andrew for the use and benefit of the board, and addresses only the fairness as of the date of the opinion, from a financial point of view, of the merger consideration to be received pursuant to the proposed merger by holders of Andrew common stock. The terms of the proposed transaction, including the consideration to be received by holders of Andrew common stock, were determined through negotiations between Andrew and CommScope and were not determined or recommended by Merrill Lynch. Merrill Lynch's opinion does not address the merits of Andrew's underlying decision to engage in the proposed merger nor does it constitute, nor should it be construed as, a recommendation to any of Andrew's stockholders as to how to vote on the proposed merger or on any matter related thereto. In addition, Merrill Lynch was not asked to address, nor does its opinion address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Andrew, other than the holders of Andrew common stock.

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        Merrill Lynch's opinion does not express any opinion as to the prices at which shares of Andrew's common stock or shares of CommScope's common stock will trade following the announcement or consummation of the proposed merger.

        In arriving at its opinion, Merrill Lynch, among other things:


        In preparing its opinion, Merrill Lynch assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to it, discussed with or reviewed by or for it, or publicly available. Merrill Lynch did not assume any responsibility for independently verifying this information and did not undertake an independent evaluation or appraisal of any of the assets or liabilities of Andrew or CommScope and was not furnished with any such evaluation or appraisal, nor did Merrill Lynch evaluate the solvency or fair value of Andrew or CommScope under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, Merrill Lynch did not assume any obligation to conduct any physical inspection of the properties or facilities of Andrew or CommScope. With respect to the financial forecast information furnished to or discussed with Merrill Lynch by Andrew or CommScope, and the Expected Synergies furnished to or discussed with Merrill Lynch by Andrew, Merrill Lynch assumed that the information had been reasonably prepared and reflected the best currently available estimates and judgment of Andrew's or CommScope's management as to the expected future financial performance of Andrew or CommScope, as the case may be, and the Expected Synergies. Merrill Lynch expressed no view as to such forecasts, Expected Synergies or the assumptions on which they were based. Merrill Lynch also assumed that the proposed

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merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement.

        Merrill Lynch's opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information made available to it as of, the date of the opinion. Subsequent developments may affect the opinions and Merrill Lynch has no obligation to update, revise or reaffirm its opinion. Merrill Lynch assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the merger.

        In connection with the preparation of its opinion, Merrill Lynch was not authorized by Andrew or its board of directors to solicit, nor has it solicited, third party indications of interest for the acquisition of all or any part of Andrew.

        At the June 26, 2007 Andrew board of directors meeting and in connection with preparing its opinion for the board of directors, Merrill Lynch made a presentation of certain financial analyses of the transaction. The following is a summary of the material analyses contained in the presentation that was delivered to the board of directors. Some of the summaries of financial analyses include information presented in tabular format. In order to understand fully the financial analyses performed by Merrill Lynch, the tables must be read together with the accompanying text of each summary. The tables alone do not constitute a complete description of the financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Merrill Lynch.

        Neither the reference to a specific analysis nor its order of appearance in the summary below is meant to indicate that the analysis was given more weight than any other analysis. In reaching its conclusion, Merrill Lynch arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and believes the totality of the factors considered and performed by Merrill Lynch in connection with its opinion operated collectively to support its determinations as to the fairness from a financial point of view to the holders of Andrew common stock of the merger consideration contemplated to be received by holders of Andrew common stock. Merrill Lynch did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis.

        In arriving at its opinion, Merrill Lynch made its determination as to the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration contemplated to be received by holders of Andrew common stock, on the basis of the financial analyses described below. The following summary is not a complete description of all of the analyses performed and factors considered by Merrill Lynch in connection with its opinion, but rather is a summary of the material financial analyses performed and factors considered by Merrill Lynch. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis. Selecting portions of the analyses or of the summary below, without considering the analyses as a whole, could create an incomplete view of the processes underlying Merrill Lynch's analyses.

        With respect to the analyses summarized below, the analyses reflect selected companies and transactions, and not necessarily all companies or transactions, that may be considered relevant in evaluating Andrew or the transaction. In addition, no company or transaction used as a comparison is either identical or directly comparable to Andrew or the transaction. These analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

        The estimates of future performance of Andrew provided by Andrew's management in or underlying Merrill Lynch's analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Merrill Lynch

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considered industry performance, general business and economic conditions and other matters, many of which are beyond Andrew's control. Estimates of the financial value of companies do not purport to be appraisals or reflect the prices at which these companies actually may be sold. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Merrill Lynch nor any other person assumes responsibility if future results are materially different from those forecasted.

        The opinion and financial analyses of Merrill Lynch were only one of many factors considered by the board of directors of Andrew in its evaluation of the transaction and should not be viewed as determinative of the views of the Andrew board of directors with respect to the transaction or the merger consideration contemplated to be received by holders of Andrew common stock.

Management Case and Street Case

        For the purposes of the analyses discussed below, Merrill Lynch used financial forecasts provided by Andrew's management for the fiscal years 2007 through 2010, which are referred to as the "Management Case." For the "Street Case," Merrill Lynch used First Call consensus and publicly available research guidance.

Merger Consideration

        Merrill Lynch reviewed the implied value of the per share merger consideration to be received by the holders of Andrew common stock, in the form of:

        The "Exchange Ratio" is the quotient obtained by dividing (A) $1.50 by (B) the volume weighted average of the closing prices for CommScope common stock over the ten consecutive trading days ending two trading days prior to the day on which the merger becomes effective.

        Based upon the terms above, the implied value to be received by the holders of Andrew common stock in the proposed merger is $15.00 per share of Andrew common stock, which is referred to as the "implied offer price."

Premiums Analysis

        Merrill Lynch compared the implied offer price of $15.00 to the average daily closing prices for Andrew common stock for various periods prior to the announcement of the proposed merger. Merrill Lynch noted the following offer premiums:

Time Period
   Andrew
Common Stock
Price
   Premium Implied
by Implied Offer
Price of $15.00
  
June 25, 2007   $ 13.00   15.4 %
30 Trading Day Average     13.25   13.2 %
90 Trading Day Average     11.72   28.0 %
180 Trading Day Average     10.91   37.5 %
52 Week Average     10.31   45.5 %

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Historical Stock Trading Analysis

        Merrill Lynch reviewed the historical closing low and high trading prices for shares of Andrew common stock as reported by FactSet Research Systems Inc., an online investment research and database service used by many financial institutions. Merrill Lynch observed that (i) for the 52 weeks ending June 25, 2007, the closing low and high trading prices for the shares were $7.08 and $13.91, respectively, and (ii) for the 90 trading days ending June 25, 2007, the closing low and high trading for the shares were $9.99 and $13.78, respectively, as compared to the implied offer price per share of Andrew common stock of $15.00.

Research Analyst Stock Price Targets

        Merrill Lynch reviewed seventeen recently publicly available research analyst reports for Andrew and observed that eleven of such reports provided price targets for Andrew common stock for the twelve months following such reports. The range of the research analyst stock price targets for Andrew common stock in these reports was $11.00 to $16.00. Merrill Lynch discounted these stock price targets using an assumed cost of equity of 14%, which resulted in a range of $9.75 to $14.00, as compared to the implied offer price per share of Andrew common stock of $15.00.

Comparable Company Analysis

        Merrill Lynch compared selected financial and stock price trading data for Andrew with similar data for nine publicly traded companies that Merrill Lynch deemed to be comparable to Andrew.

        For each of the companies identified above, Merrill Lynch calculated various valuation multiples, including:


        For purposes of its analysis, Merrill Lynch calculated the enterprise value as the market capitalization (as of June 25, 2007) plus total debt, minority interests and preferred stock, less cash and marketable securities. To calculate these valuation multiples, Merrill Lynch used EBITDA projections obtained from Wall Street research, First Call EPS estimates as of June 25, 2007 and closing trading prices of equity securities of each identified company on June 25, 2007.

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        Merrill Lynch calculated the following trading multiples for the above publicly traded companies identified as comparable to Andrew:

Methodology
   Low
   Median
   Mean
   High
Price / CY2007 Estimated EPS   16.4x   19.6x   20.5x   30.0x
Enterprise Value / CY2007 Estimated EBITDA   8.7x   11.3x   10.7x   11.8x

        Based upon its analysis of the full ranges of multiples calculated for the companies identified above and its consideration of various factors and judgments about current market conditions and the characteristics of the companies (including qualitative factors and judgments involving non-mathematical considerations), Merrill Lynch determined relevant ranges of multiples for the companies (which relevant ranges were narrower than the full ranges of these multiples).

        The following table summarizes the derived relevant ranges of multiples for the publicly traded companies identified as comparable to Andrew and the ranges of share prices of Andrew common stock, rounded to the nearest $0.25, implied by such multiples, as compared to the implied offer price per share of Andrew common stock of $15.00:

Methodology
   Multiple Range
   Implied Price of
Common Stock
Street Case:        
Price / CY2007 Estimated EPS   18.0x – 21.0x   $11.00 – $13.00

Management Case:
 
 
 
 
Price / CY2007 Estimated EPS   18.0x – 21.0x   $13.00 – $15.00
Enterprise Value / CY2007 Estimated EBITDA     9.0x – 11.0x   $11.75 – $14.50

        You should note that no company used in the above analysis is identical to Andrew. In evaluating companies identified by Merrill Lynch as comparable to Andrew or otherwise relevant to its analysis of Andrew, Merrill Lynch made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond Andrew's control, such as the impact of competition on Andrew's business, the industry generally or the companies identified above, industry growth and the absence of any material change in Andrew's financial condition and prospects, the industry, the financial markets in general or the companies identified above. A complete analysis involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies identified above and other factors that could affect the public trading values of these companies.

Comparable Transaction Analysis

        Using publicly available information, Merrill Lynch examined certain multiples paid or proposed to be paid in certain transactions that Merrill Lynch deemed to be relevant. The precedent transactions that Merrill Lynch considered to be relevant were:

Announcement Date
   Target Name
   Acquiror Name
May 2007   Aeroflex Incorporated   Veritas Capital
August 2006   Andrew Corporation   CommScope, Inc.
June 2006   Filtronic Segment   Powerwave Technologies, Inc.
May 2006   Andrew Corporation   ADC Telecommunications, Inc.
February 2006   Artesyn Technologies, Inc.   Emerson Electric Co.
October 2005   Marconi   Ericsson (L M) Tel—Adr
         

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October 2005   Teradyne Connection Systems   Amphenol Corporation
June 2005   Pirelli—Energy and Telecom   Goldman Sachs Capital Partners
March 2004   Belden CDT Telecom Assets   Superior Essex Inc.
March 2004   KRONE   ADC Telecommunications, Inc.
February 2004   Cable Design Tech Cp—Cl A   Belden, Inc.
December 2003   LGP Allgon   Powerwave Technologies, Inc.
October 2003   Avaya Connectivity Systems   CommScope, Inc.
February 2003   Allen Telecom Inc.   Andrew Corporation

        All calculations of multiples paid or proposed to be paid in the transactions identified above were based on public information available near the time of public announcement of these transactions. Merrill Lynch's analysis did not take into account different market and other conditions during the period in which the transactions identified above occurred.

        For each of the transactions identified above, Merrill Lynch calculated the ratio of enterprise value implied by the transaction to the estimated EBITDA for the identified company for the latest twelve month ("LTM") period prior to when the relevant transaction was announced. The table below summarizes LTM EBITDA trading multiples for the above transactions identified as comparable to the proposed transaction:

Benchmark
   Low
   Median
   Mean
   High
Transaction Value / LTM EBITDA (for all transactions)   5.8x   12.3x   11.9x   16.0x
Transaction Value / LTM EBITDA (for transactions with transaction value greater than $1 billion)   5.8x   11.5x   10.3x   12.5x

        Based upon its analysis of the full ranges of multiples calculated for the transactions identified above and its consideration of various factors and judgments about current market conditions and the characteristics of the transactions and the companies involved in such transactions (including qualitative factors and judgments involving non-mathematical considerations), Merrill Lynch determined the relevant range of multiples for the transactions (which relevant range was narrower than the full ranges of such multiples).

        The following table summarizes the derived relevant range of multiples for the transactions identified above and the range of share prices of Andrew common stock, rounded to the nearest $0.25, implied by these multiples, as compared to the implied offer price per share of Andrew common stock of $15.00:

Methodology
   Multiple Range
   Implied Price of
Common Stock
Transaction Value / LTM EBITDA (based upon Management Case for fiscal year ending September 30, 2007)   10.5x – 12.5x   $12.75 – $15.25

        You should note that no transaction utilized in the analysis above is identical to the proposed transaction. A complete analysis involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved in these transactions and other factors that could affect the transaction multiples in these transactions to which the proposed transaction is being compared.

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Discounted Cash Flow Analysis

        Merrill Lynch performed a discounted cash flow analysis of Andrew, without giving effect to the proposed transaction, for the period from the fourth quarter of fiscal year ending September 30, 2007 through fiscal year ending September 30, 2010.

        A discounted cash flow analysis is a traditional method of evaluating the value of an asset by estimating the future unlevered free cash flows of an asset and taking into consideration the time value of money by calculating the "present value" of these estimated cash flows. "Present value" refers to the current value of one or more future cash payments, or cash flows, from an asset and is obtained by discounting those future unlevered free cash flows by a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. Other financial terms utilized below are "terminal value," which refers to the value of all future cash flows from an asset at a particular point in time, and "unlevered free cash flows," which refers to a calculation of the future free cash flows of an asset without factoring in any debt servicing costs.

        Merrill Lynch calculated terminal values as of fiscal year ending September 30, 2010 based on terminal multiples of 9.0x to 11.0x applied to the EBITDA for fiscal year ending September 30, 2010. The estimated unlevered free cash flows for the period from the fourth quarter of fiscal year ending September 30, 2007 through fiscal year ending September 30, 2010 and the terminal values as of September 30, 2010 were then discounted to present values using a range of discount rates from 12.5% to 14.5% in order to derive the unlevered enterprise values for Andrew.

        To arrive at the estimated equity values per share of Andrew common stock, Merrill Lynch calculated the equity values for Andrew by deducting net debt of Andrew from the unlevered enterprise values, and then adding the present value of future tax benefits derived from net operating losses, or NOLs. Net cash includes short term and long term debt adjusted for the value of cash and cash equivalents. The net cash used for the purpose of this analysis was approximately $1.1 million based on information reported by Andrew. The present value of NOLs used for the purpose of this analysis was approximately $41.8 million based upon the Management Case. Such NOLs were discounted by assumed after-tax cost of debt of 4.9%.

        Based on this analysis, Merrill Lynch derived a range of implied values per share, rounded to the nearest $0.25, of Andrew common stock of $13.75 to $17.00 using the Management Case, and $10.75 to $13.50 using the Street Case, as compared to the implied offer price per share of Andrew common stock of $15.00.

        While discounted cash flow analysis is a widely accepted and practiced valuation methodology, it relies on a number of assumptions, including terminal value multiples and discount rates. The valuation derived from the discounted cash flow analysis is not necessarily indicative of Andrew's present or future value or results.

Pro Forma Combination Analysis

        Merrill Lynch prepared pro forma analyses for the financial impact of the proposed merger using the Management Case for Andrew and the Street Case for CommScope. Based on such analyses, Merrill Lynch determined that the proposed transaction would be accretive to the stockholders of the combined entity, after synergies, in each of fiscal years 2008 and 2009.

Miscellaneous

        The board of directors of Andrew retained Merrill Lynch based upon Merrill Lynch's experience and expertise. Merrill Lynch is an internationally recognized investment banking firm with substantial experience in transactions similar to the proposed transaction. Merrill Lynch, as part of its investment

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banking business, is continually engaged in the valuation of businesses and securities in connection with business combinations and acquisitions and for other purpose.

        Andrew has agreed to pay Merrill Lynch a fee of $1,500,000, which fee is contingent upon its delivery of its opinion, but not upon the content of its opinion. Andrew has also agreed to reimburse Merrill Lynch for an agreed upon amount of its reasonable out of pocket expenses, including the reasonable fees and disbursements of legal counsel. In addition, Andrew has agreed to indemnify Merrill Lynch and its affiliates and their respective employees, agents, officers, directors and controlling persons from and against all losses arising out of or in connection with the proposed merger or Merrill Lynch's engagement by the Andrew board of directors. Merrill Lynch has, in the past, provided financial advisory and financing services to Andrew and to CommScope and may continue to do so and has received, and may receive, fees for the rendering of these services. In addition, in the ordinary course of its business, Merrill Lynch may actively trade the common stock and other securities of Andrew, as well as the common stock and other securities of CommScope, for its own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

CommScope's Reasons for the Merger

        CommScope determined to pursue the merger to expand its global leadership in infrastructure solutions for communications networks, including structured cabling solutions for the business enterprise; broadband cable and apparatus for cable television applications; and antenna and cable products, base station subsystems, coverage and capacity systems, and network solutions for wireless applications. CommScope believes the merger can provide numerous benefits, including, but not limited to, the following:

        No assurance can be given that these synergies or benefits can be achieved. For further information, see the section entitled "Risk Factors—CommScope may fail to realize the anticipated synergies and cost savings expected from the merger."

Interests of Andrew Directors and Executive Officers in the Merger

        In considering the recommendation of Andrew's board of directors with respect to the merger, Andrew stockholders should be aware that members of Andrew's board of directors and Andrew's executive officers have interests in the merger that differ from, or are in addition to, the interests of Andrew stockholders. Andrew's board of directors was aware of the interests described below and considered them, among other matters, when approving the merger agreement and recommending that Andrew stockholders vote to adopt the merger agreement. These interests are summarized below.

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        Stock Options and Other Stock-Based Awards.    Under the Andrew Corporation 2000 Management Incentive Program and the Stock Option Plan for Non-Employee Directors, all outstanding options to purchase shares of Andrew common stock issued under those plans, including those held by directors and executive officers of Andrew, vest automatically at the closing of the proposed merger with CommScope. Based upon options outstanding as of August 7, 2007, options held by directors and executive officers of Andrew representing 947,727 shares of Andrew common stock will be subject to accelerated vesting at the effective time of the merger. In addition, 886,602 total restricted stock units granted under the Andrew Corporation 2000 Management Incentive Plan and the Andrew Corporation 2005 Long-Term Incentive Plan held by directors and executive officers of Andrew will be subject to accelerated vesting at the effective time of the merger. All options to purchase shares of Andrew common stock issued under the Andrew Corporation 1988 Management Incentive Program are fully vested in accordance with the terms of such plan and applicable award documents.

        The Andrew Corporation 2000 Management Incentive Program, as administered and interpreted by the Compensation Committee of Andrew's board of directors, provides for the following option exercise periods:

        The Andrew Corporation Stock Option Plan for Non-Employee Directors, as administered and interpreted by Andrew's Chief Financial Officer, provides for the following option exercise periods:


        The following table sets forth, as of August 7, 2007, the number of shares of Andrew common stock subject to unvested options held by directors and executive officers of Andrew, the weighted average exercise prices of those options and the number of shares of Andrew common stock subject to

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unvested restricted stock units held by directors and executive officers of Andrew, all of which will vest upon completion of the merger.

Name of Director or Executive Officer
   Number of Shares
Subject to
Unvested Options
   Weighted Average
Exercise Price
per Share($)
   Number of Shares
Subject to Unvested
Restricted Stock Units
William Bax   0     n/a   15,000
Thomas A. Donahoe   2,400   $ 9.45   20,000
Jere D. Fluno   2,400   $ 9.45   20,000
William O. Hunt   2,400   $ 9.45   20,000
Gerald A. Poch   2,400   $ 9.45   20,000
Anne F. Pollack   0     n/a   20,000
Glen O. Toney   2,400   $ 9.45   20,000
Andrea L. Zopp   0     n/a   15,000
Justin C. Choi   64,125   $ 12.03   42,750
John E. DeSana   60,126   $ 10.14   59,117
John R.D. Dickson   41,619   $ 10.18   38,346
Ralph E. Faison   388,000   $ 10.13   255,850
Terry N. Garner   41,850   $ 10.16   37,000
Robert J. Hudzik   41,352   $ 10.16   38,218
Marty R. Kittrell   73,700   $ 10.12   68,267
James L. LePorte III   31,050   $ 10.27   28,750
Roger J. Manka   68,774   $ 10.39   54,250
Carleton M. (Mickey) Miller   49,855   $ 9.91   56,537
Jude T. Panetta   27,250   $ 11.29   19,300
Daniel J. Hartnett   20,878   $ 10.08   16,435
Mark A. Olson   27,148   $ 10.23   21,782

        Under the terms of the merger agreement, not less than five days prior to the effective time of the merger, all holders of then outstanding options to purchase shares of Andrew common stock, including those held by directors and executive officers of Andrew, may elect to have some or all of their options cancelled. Such option holders shall be entitled to receive in respect of each share of Andrew common stock subject to the cancelled option immediately after the effective time of the merger, an amount equal to the merger consideration less the exercise price of the cancelled Andrew stock option, which exercise price shall be deducted from the cash portion of the merger consideration. All amounts payable in respect of such cancelled options shall be subject to applicable withholding of taxes.

        Holders of Andrew stock options who do not elect to have all of their options cancelled as provided above will have their options converted to options to acquire a number of shares of common stock of CommScope equal to the product (rounded to the nearest whole number) of


        For this purpose, "option exchange ratio" means $15.00 divided by the volume weighted average of the closing sale prices of a share of CommScope common stock on the NYSE Composite Transactions

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Tape over the ten consecutive trading days ending two trading days prior to the day on which the merger becomes effective. No fractional shares of CommScope common stock will be issued in the merger. Cash will be paid in lieu of fractional shares.

        Restricted stock units (including, to the extent applicable, performance stock units) granted under the stock plans of Andrew, at the effective time of the merger, will be assumed by CommScope and will be converted into the right to receive, upon vesting (which vesting will occur at the effective time of the merger to the extent provided in the applicable stock plans of Andrew or the terms of any restricted stock unit award agreement),


        No fractional shares of CommScope common stock will be issued in the merger. Cash will be paid in lieu of fractional shares.

        However, to the extent provided in the applicable stock plans of Andrew or the terms of any restricted stock unit award agreement, a restricted stock unit (including, to the extent applicable, a performance stock unit) will vest at the effective time of the merger and will be cancelled as of the effective time for an all-cash payment of $15.00 for each share of Andrew common stock underlying the restricted stock unit.

        For a more complete description of the treatment of Andrew stock options and restricted stock units, see the section entitled "The Merger Agreement—Treatment of Stock Options and Restricted Stock Units."

        Change in Control Agreements.    The closing of the merger will constitute a change in control under agreements Andrew has entered into with the following executive officers: Ralph E. Faison, Justin C. Choi, John E. DeSana, John R.D. Dickson, Robert J. Hudzik, Marty R. Kittrell, Roger J. Manka, Carleton M. (Mickey) Miller, Jude T. Panetta, James L. LePorte III, Daniel J. Hartnett, and Mark A. Olson. In the event the merger is completed and during the period beginning 90 days prior to the effective time of the merger and ending 24 months thereafter any of the foregoing executive officers terminates his employment for good reason or is terminated other than for cause (as such terms are defined in the Andrew change in control agreements), he will be entitled to the following payments and benefits:

74

        The Andrew change in control agreements provide that payment of at least 50% of the foregoing amounts that are payable in cash would be made within 30 days after the later of the executive officer's termination of employment or completion of the merger and the remaining amount, if any, would be paid no later than 13 months after such event, as determined by the company in its discretion. These distribution provisions are subject to change, however, for purposes of compliance with changes in federal tax law.

75


        In addition to the amounts described above, the executive officers listed above would also be entitled to the following:

        Agreement with Terry N. Garner.    Andrew entered into a letter agreement dated December 21, 2006, with Terry N. Garner, which was modified by an amendment dated September 25, 2007. Such modified letter agreement supersedes and replaces an earlier agreement into which Mr. Garner had entered with Allen Telecom Inc. prior to the acquisition of Allen Telecom Inc. by Andrew. Under the modified letter agreement with Andrew, Mr. Garner's employment will terminate December 31, 2007 unless his employment term is extended by mutual agreement for an additional 90 days at any time prior to December 1, 2007. Subject to Mr. Garner's execution of a standard form of release and waiver, upon Mr. Garner's employment termination at the end of his employment term or extended employment term, provided he has not voluntarily resigned or been terminated for cause or terminated by reason of death and provided he has performed his duties in a reasonably satisfactory manner, Mr. Garner will be entitled to the following payments and benefits:

        The foregoing severance payments and benefits shall be forfeitable and discontinued in the event that Mr. Garner engages in competitive activity during the one-year period following his employment termination date.

        In addition, the modified letter agreement provides for Mr. Garner to cooperate with Andrew and provide certain services for a period of 36 months after his termination date if requested to do so. Andrew will reimburse Mr. Garner for any reasonable and necessary expenses he incurs in the course of complying with this provision.

        Mr. Garner will also be entitled to the foregoing payments and benefits if his employment terminates before the end of his employment term or extended employment term by reason of his disability (as defined in the modified letter agreement). If Mr. Garner's employment terminates by

76


reason of his death, or if Mr. Garner is terminated by the company for cause (as defined in the modified letter agreement), he will be entitled to receive his base salary and accrued paid time off through his death or employment termination date.

        Based on Andrew's current calculations for purposes of Section 280G of the Internal Revenue Code, if Mr. Garner were terminated under circumstances that would result in payment of the benefits under his modified letter agreement, he would be entitled to aggregate benefits in an amount equal to $2,996,925, comprised of the following: (i) $2,200,000 (lump sum cash severance), (ii) $185,500 (bonus), (iii) $84,800 (long-term incentive cash payment), (iv) $47,533 (attributable to previously unvested stock options), (v) $419,092 (attributable to previously unvested restricted stock), and (vi) $60,000 (benefit continuation).

        New CommScope Retention Program.    Effective as of the effective time of the merger, Messrs. Hartnett and Olson will be covered by a retention program to be adopted by CommScope for certain key employees, which program will require the participants to remain employed by CommScope for a period not longer than one year after the effective time of the merger; provided, however, that payment of the retention amount will be made not later than the earlier of (a) one year after the effective time of the merger or (b) the date on which a participant's employment is terminated either by CommScope without cause or by the participant for good reason (as such terms will be defined in the retention program) within such one-year period. CommScope's retention program will provide benefits to the foregoing individuals in amounts not less than the amounts shown in the table below, but not to exceed $940,000 in the aggregate for the period between the signing of the merger agreement and the closing of the merger for Messrs. Hartnett and Olson and the seven other non-executive officer employees who are currently expected to participate in the retention program:

Name of Executive
   Retention Payment Formula
   Estimated Retention Payment
  
Daniel J. Hartnett   1x base + target bonus   $ 310,000 (1)
Mark A. Olson   1x base + target bonus     363,000 (2)
(1)
The sum of $222,000 (base salary) plus $89,000 (target bonus).

(2)
The sum of $242,000 (base salary) plus $121,000 (target bonus).

        CommScope's current Chairman and CEO will remain Chairman and CEO after the merger. Employment decisions regarding the Andrew's executive officers after the merger have not yet been finalized. It is possible that some or all of Andrew's executive officers will be terminated in connection with the merger on terms that would entitle them to benefits under the change in control agreements in the year in which the consummation of the merger occurs as described above. In addition, some or all of Andrew's executive officers will be entitled to certain benefits under other arrangements in connection with the consummation of the merger.

        Employee Retirement Benefit Restoration Plan.    Upon completion of the merger, any portion of a participant's account under the Andrew Corporation Employee Retirement Benefit Restoration Plan that was not previously forfeited or vested will become fully vested and payable. The balance of such account will be credited from the beginning of the plan year in which the merger occurs through the effective date of the merger with earnings and losses at a rate equal to the weighted average rate of return achieved by the participant with respect to his or her accounts under the Andrew Profit Sharing Trust for the same period. Following the completion of the merger, each participant (or beneficiary thereof) in the plan will be entitled to a lump sum payment of his or her plan account as determined in accordance with the terms of the plan.

77

        Performance Cash Agreement.    If the merger is completed prior to the end of the performance period applicable to performance cash awards granted under the Andrew Management Incentive Program, upon completion of the merger, all outstanding performance cash awards that were not previously forfeited or vested shall become fully vested and payable as if the performance goal established for such awards had been attained as of the merger effective date, and each grantee will be entitled to a lump sum payment of his or her performance cash awards as determined in accordance with the terms of the plan and the applicable award agreements.

        The following table illustrates the aggregate benefits to which Andrew executive officers would be entitled if they are terminated this year under circumstances entitling them to severance under the Andrew Executive Severance Benefit Plan.

 
   Net Estimated Value as of August 7, 2007 of
Payments and Acceleration for
Code Section 280G Purposes Under Change in Control Agreement
Name of Executive
   Value without
Gross-Up
   Estimated
Gross-Up
   Total
Ralph E. Faison   $ 9,854,547 (1) $ 0   $ 9,854,547
Justin C. Choi     2,325,922 (2)   884,430     3,210,352
John R.D. Dickson     1,951,410 (3)   749,981     2,701,391
John E. DeSana     3,149,034 (4)   1,209,243     4,358,277
Marty R. Kittrell     3,469,944 (5)   0     3,469,944
James L. LePorte III     1,104,594 (6)   0     1,104,594
Daniel J. Hartnett     734,140 (7)   246,224     980,364
Robert J. Hudzik     2,138,332 (8)   814,519     2,952,851
Mark A. Olson     885,076 (9)   291,291     1,176,366
Roger J. Manka     3,149,321 (10)   1,246,274     4,395,595
Carleton M. (Mickey) Miller     3,120,278 (11)   1,121,025     4,241,303
Jude T. Panetta     1,718,143 (12)   0     1,718,143
Terry N. Garner     2,996,925 (13)   0     2,996,925
(1)
Value equal to the sum of: (i) $4,273,425 (3.0 times base salary and bonus), (ii) $842,023 (long-term incentive cash payment), (iii) $791,375 (guaranteed bonus), (iv) $176,208 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 36-month severance period), (v) $449,847 (attributable to previously unvested stock options), (vi) $3,205,170 (attributable to previously unvested restricted stock), (vii) $91,500 (benefit continuation) and (viii) $25,000 (outplacement services).

(2)
Value equal to the sum of: (i) $1,310,084 (2.5 times base salary and bonus), (ii) $92,476 (long-term incentive cash payment), (iii) $215,779 (guaranteed bonus), (iv) $43,589 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $53,587 (attributable to previously unvested stock options), (vi) $509,157 (attributable to previously unvested restricted stock), (vii) $76,250 (benefit continuation) and (viii) $25,000 (outplacement services).

(3)
Value equal to the sum of: (i) $1,083,867 (2.5 times base salary and bonus), (ii) $91,476 (long-term incentive cash payment), (iii) $179,446 (guaranteed bonus), (iv) $33,213 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $46,776 (attributable to previously unvested stock options), (vi) $415,383 (attributable to previously unvested restricted stock), (vii) $76,250 (benefit continuation) and (viii) $25,000 (outplacement services).

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(4)
Value equal to the sum of: (i) $1,805,082 (2.5 times base salary and bonus), (ii) $140,504 (long-term incentive cash payment), (iii) $331,745 (guaranteed bonus), (iv) $66,293 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $69,383 (attributable to previously unvested stock options), (vi) $634,777 (attributable to previously unvested restricted stock), (vii) $76,250 (benefit continuation) and (viii) $25,000 (outplacement services).

(5)
Value equal to the sum of: (i) $1,905,500 (2.5 times base salary and bonus), (ii) $185,400 (long-term incentive cash payment), (iii) $350,200 (guaranteed bonus), (iv) $70,899 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $85,858 (attributable to previously unvested stock options), (vi) $770,837 (attributable to previously unvested restricted stock), (vii) $76,250 (benefit continuation) and (viii) $25,000 (outplacement services).

(6)
Value equal to the sum of: (i) $451,673 (1.0 times base salary and bonus), (ii) $69,079 (long-term incentive cash payment), (iii) $185,983 (guaranteed bonus), (iv) $14,117 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 12-month severance period), (v) $32,405 (attributable to previously unvested stock options), (vi) $295,837 (attributable to previously unvested restricted stock), (vii) $30,500 (benefit continuation) and (vii) $25,000 (outplacement services).

(7)
Value equal to the sum of: (i) $310,985 (1.0 times base salary and bonus), (ii) $39,984 (long-term incentive cash payment), (iii) $88,853 (guaranteed bonus), (iv) $7,664 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 12-month severance period), (v) $25,289 (attributable to previously unvested stock options), (vi) $205,865 (attributable to previously unvested stock options), (vii) $30,500 (benefit continuation) and (viii) $25,000 (outplacement services).

(8)
Value equal to the sum of: (i) $1,235,189 (2.5 times base salary and bonus), (ii) $80,340 (long-term incentive cash payment), (iii) $226,276 (guaranteed bonus), (iv) $40,154 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $47,187 (attributable to previously unvested stock options), (vi) $407,937 (attributable to previously unvested restricted stock), (vii) $76,250 (benefit continuation) and (viii) $25,000 (outplacement services).

(9)
Value equal to the sum of: (i) $363,075 (1.0 times base salary and bonus), (ii) $58,092 (long-term incentive cash payment), (iii) $121,025 (guaranteed bonus), (iv) $10,053 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 12-month severance period), (v) $29,203 (attributable to previously unvested stock options), (vi) $248,128 (attributable to previously unvested restricted stock), (vii) $30,500 (benefit continuation) and (viii) $25,000 (outplacement services).

(10)
Value equal to the sum of: (i) $1,805,322 (2.5 times base salary and bonus), (ii) $152,233 (long-term incentive cash payment), (iii) $331,789 (guaranteed bonus), (iv) $66,304 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $70,608 (attributable to previously unvested stock options), (vi) $621,815 (attributable

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(11)
Value equal to the sum of: (i) $1,791,170 (2.5 times base salary and bonus), (ii) $139,421 (long-term incentive cash payment), (iii) $329,188 (guaranteed bonus), (iv) $65,655 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $67,328 (attributable to previously unvested stock options), (vi) $626,267 (attributable to previously unvested restricted stock), (vii) $76,250 (benefit continuation) and (viii) $25,000 (outplacement services).

(12)
Value equal to the sum of: (i) $1,138,150 (2.5 times base salary and bonus), (ii) $80,340 (long-term incentive cash payment), (iii) $187,460 (guaranteed bonus), (iv) $35,703 (profit sharing and matching contributions the executive would have received under the Andrew Profit Sharing Trust and Andrew Employee Retirement Benefit Restoration Plan during his 30-month severance period), (v) $15,672 (attributable to previously unvested stock options), (vi) $159,568 (attributable to previously unvested restricted stock), (vii) $76,250 (benefit continuation) and (viii) $25,000 (outplacement services).

(13)
Value equal to the sum of: (i) $2,200,000 (lump sum cash severance), (ii) $84,800 (long-term incentive cash payment), (iii) $185,500 (bonus), (iv) $47,533 (attributable to previously unvested stock options), (v) $419,092 (attributable to previously unvested restricted stock), and (vi) $60,000 (benefit continuation).

        The following table illustrates the benefits payable to certain executive officers upon the consummation of the merger pursuant to other arrangements, including the accelerated vesting of stock options and restricted stock units, the accelerated vesting and payout of long-term cash incentive awards and the accelerated vesting and payout of participants' accounts under the Employee Retirement Benefit Restoration Plan.

 
   Estimated Value as of August 7, 2007 of Accelerated Payments and Benefits
Upon Change in Control Without Employment Termination
Name of Executive Officer
   Previously Unvested
Stock Options*
   Previously Unvested
Restricted Stock**
   Employee Retirement Benefit Restoration
Plan Account***
   Long-Term
Cash Incentives
   Total Value
Ralph E. Faison   $ 1,889,560 (1) $ 3,837,750 (14) $ 177,446 (27) $ 842,023   $ 6,746,779
Justin C. Choi     190,451 (2)   641,250 (15)   0     92,477     924,178
John R.D. Dickson     200,604 (3)   575,190 (16)   150,941 (28)   91,476     1,018,211
John E. DeSana     292,212 (4)   886,755 (17)   200,104 (29)   140,504     1,519,575
Marty R. Kittrell     359,656 (5)   1,024,005 (18)   77,587 (30)   185,400     1,646,648
James L. LePorte III     146,866 (6)   431,250 (19)   38,193 (31)   68,819     685,128
Daniel J. Hartnett     102,720 (7)   246,525 (20)   7,564 (32)   39,984     396,793
Robert J. Hudzik     200,144 (8)   573,270 (21)   208,850 (33)   80,340     1,062,604
Mark A. Olson     129,496 (9)   326,730 (22)   36,184 (34)   58,092     550,502
Roger J. Manka     317,048 (10)   813,750 (23)   36,811 (35)   152,233     1,319,842
Carleton M. (Mickey) Miller     253,762 (11)   848,055 (24)   47,867 (36)   139,421     1,289,105
Jude T. Panetta     101,097 (12)   289,500 (25)   31,198 (37)   80,340     502,135
Terry N. Garner     202,554 (13)   555,000 (26)   61,451 (38)   84,800     903,805
*
Illustrates the economic value of all unvested options held by each executive officer assuming the acceleration of all such unvested options in the merger and the exercise of such options. Calculated by multiplying the shares subject to unvested options by the difference between $15.00 and the weighted average exercise price of such unvested options.

**
Illustrates the economic value of all unvested restricted shares held by each executive officer assuming the acceleration of all such unvested restricted shares in the merger. Calculated by multiplying the number of unvested restricted shares by $15.00.

***
Does not include pro rated portion of profit sharing contribution for 2007.

80

(1)
388,000 unvested options × ($15.00 – $10.13 (weighted avg. exercise price))

(2)
64,125 unvested options × ($15.00 – $12.03 (weighted avg. exercise price))

(3)
41,619 unvested options × ($15.00 – $10.18 (weighted avg. exercise price))

(4)
60,126 unvested options × ($15.00 – $10.14 (weighted avg. exercise price))

(5)
73,700 unvested options × ($15.00 – $10.12 (weighted avg. exercise price))

(6)
31,050 unvested options × ($15.00 – $10.27 (weighted avg. exercise price))

(7)
20,878 unvested options × ($15.00 – $10.08 (weighted avg. exercise price))

(8)
41,352 unvested options × ($15.00 – $10.16 (weighted avg. exercise price))

(9)
27,148 unvested options × ($15.00 – $10.23 (weighted avg. exercise price))

(10)
68,774 unvested options × ($15.00 – $10.39 (weighted avg. exercise price))

(11)
49,855 unvested options × ($15.00 – $9.91 (weighted avg. exercise price))

(12)
27,250 unvested options × ($15.00 – $11.29 (weighted avg. exercise price))

(13)
41,850 unvested options × ($15.00 – $10.16 (weighted avg. exercise price))

(14)
255,850 unvested restricted shares × $15.00

(15)
42,750 unvested restricted shares × $15.00

(16)
38,346 unvested restricted shares × $15.00

(17)
59,117 unvested restricted shares × $15.00

(18)
68,267 unvested restricted shares × $15.00

(19)
28,750 unvested restricted shares × $15.00

(20)
16,435 unvested restricted shares × $15.00

(21)
38,218 unvested restricted shares × $15.00

(22)
21,782 unvested restricted shares × $15.00

(23)
54,250 unvested restricted shares × $15.00

(24)
56,537 unvested restricted shares × $15.00

(25)
19,300 unvested restricted shares × $15.00

(26)
37,000 unvested restricted shares × $15.00

(27)
Vested balance as of August 7, 2007: $106,468 (60% vested).

(28)
Vested balance as of August 7, 2007: $90,565 (60% vested).

(29)
100% vested as of August 7, 2007.

(30)
Vested balance as of August 7, 2007: $46,552 (60% vested).

(31)
Vested balance as of August 7, 2007: $22,916 (60% vested).

(32)
Vested balance as of August 7, 2007: $4,539 (60% vested).

(33)
100% vested as of August 7, 2007.

(34)
Vested balance as of August 7, 2007: $21,710 (60% vested).

(35)
Vested balance as of August 7, 2007: $22,087 (60% vested).

(36)
Vested balance as of August 7, 2007: $28,720 (60% vested).

(37)
Vested balance as of August 7, 2007: $18,719 (60% vested).

(38)
100% vested as of August 7, 2007.

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        The following table identifies for each Andrew executive officer as of August 7, 2007, (i) the aggregate number of shares subject to his vested exercisable in-the-money Andrew stock options, (ii) the weighted average exercise price of such vested exercisable in-the-money options, (iii) the value of such vested exercisable in-the-money options based on the difference between $15.00 and the weighted average exercise price, (iv) the aggregate number of shares subject to his outstanding unvested Andrew stock options that will become fully vested and exercisable in connection with the merger, (v) the weighted average exercise price of such unvested options that will be accelerated in the merger, (vi) the value of such accelerated options based on the difference between $15.00 and the weighted average exercise price, and (vii) the value of all such vested in-the-money and unvested options.

Name of Executive Officer
   (i)
Aggregate Shares Subject to Vested Outstanding In-the Money Options*
   (ii)
Weighted Average Exercise Price of Vested Outstanding In-the Money Options
   (iii)
Value of Vested Outstanding In-the Money Options**
   (iv)
Aggregate Shares Subject to Unvested Options to be Accelerated in the Merger
   (v)
Weighted Average Exercise Price of Unvested Options to be Accelerated in the Merger
   (vi)
Value of Unvested
Options to be Accelerated in the Merger***
   (vii)
Value of All Options (the sum of (iii) and (vi))****
Ralph E. Faison   583,700   $ 12.08   $ 1,704,404   388,000   $ 10.13   $ 1,889,560   $ 3,593,964
Justin C. Choi   12,500     13.64     17,000   64,125     12.03     190,451     207,451
John R.D. Dickson   81,550     12.20     228,340   41,619     10.18     200,604     428,944
John E. DeSana   131,800     12.09     383,538   60,126     10.14     292,212     675,750
Marty R. Kittrell   166,500     12.16     472,860   73,700     10.12     359,656     832,516
James L. LePorte III   60,750     13.17     111,172   31,050     10.27     146,866     258,038
Daniel J. Hartnett   31,850     12.86     68,159   20,878     10.08     102,720     170,879
Robert J. Hudzik   82,450     12.25     226,737   41,352     10.16     200,144     426,881
Mark A. Olson   69,075     12.05     203,771   27,148     10.23     129,496     333,267
Roger J. Manka   111,850     12.92     232,648   68,774     10.39     317,048     549,696
Carleton M. (Mickey) Miller   63,100     14.24     47,956   49,855     9.91     253,762     301,718
Jude T. Panetta   53,750     11.37     195,112   27,250     11.29     101,097     296,209
Terry N. Garner   36,800     14.58     15,456   41,850     10.16     202,554     218,010
*
Number does not include options that have already been exercised.

**
Illustrates the economic value of all vested in-the-money options held by each executive officer. Calculated by multiplying the shares subject to vested in-the-money options by the difference between $15.00 and the weighted average exercise price of such vested in-the-money options.

***
Illustrates the economic value of all unvested options held by each executive officer assuming the acceleration of all such unvested options in the merger and the cancellation of such options immediately upon completion of the merger in exchange for merger consideration less the exercise price. Calculated by multiplying the shares subject to unvested options by the difference between $15.00 and the weighted average exercise price of such unvested options.

****
Illustrates the economic value of all options held by each executive officer assuming the acceleration of all such unvested options in the merger and the cancellation of all options immediately upon completion of the merger in exchange for merger consideration less the exercise price. Calculated by adding the values in columns (iii) and (vi).

        Directors and Executive Officers Indemnification and Insurance.    The merger agreement provides that the surviving corporation in the merger will indemnify, and provide advance expenses to, each person who has been at any time on or before the date of the merger agreement, or who becomes before the completion of the merger, an officer, director or employee of Andrew or any of its subsidiaries against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Andrew or any of its subsidiaries, and pertaining to any matter existing or occurring, at or prior to the completion of the merger, whether asserted or claimed in connection with the approval of the merger agreement and the transactions contemplated thereby, to the same

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extent that such persons are indemnified or have the right to advancement of expenses as of the date of the merger agreement.

        The merger agreement also provides that for six years after the completion of the merger, CommScope will maintain directors' and officers' liability insurance for acts or omissions occurring at or prior to the completion of the merger, covering each person who was, as of the date of the merger agreement, covered by Andrew's directors' and officers' liability insurance, on terms no less favorable than those in effect as of the date of the merger agreement. CommScope's obligation to provide this insurance coverage is subject to a cap of 250% of the amount of premiums paid by Andrew in its last full fiscal year for its existing insurance coverage. If CommScope cannot maintain the existing or equivalent insurance coverage without exceeding the 250% cap, CommScope is required to maintain only that amount of insurance coverage that can be obtained by paying an annual premium equal to the 250% cap.

        Director Separation Agreement.    The former Chairman of Andrew's board of directors, Charles R. Nicholas, has an agreement with Andrew under which Mr. Nicholas is entitled to a payment of $250,000 for each of the two years immediately following his retirement from the board. Mr. Nicholas retired from Andrew's board on February 7, 2007, and has begun to receive payments under his agreement.

Regulatory Approvals Required for the Merger

        To consummate the merger, CommScope and Andrew must make filings with and obtain approvals or clearances from antitrust regulatory authorities. Transactions such as the merger are subject to review by the Department of Justice and the Federal Trade Commission in the United States, by certain countries located in the European Union, and by other countries to determine whether they comply with applicable antitrust laws. Under the provisions of the HSR Act, the merger may not be consummated until the specified waiting period requirements of the HSR Act have been satisfied. On July 16, 2007, CommScope and Andrew each filed a Notification and Report Form pursuant to the HSR Act with the U.S. Department of Justice (which we refer to as the DOJ) and the U.S. Federal Trade Commission. On August 15, 2007, CommScope and Andrew each received requests for additional information (commonly referred to as a "second request") from the Antitrust Division of the DOJ. The second requests were issued under the notification requirements of the HSR Act. The second requests extend the waiting period imposed by the HSR Act until 30 days after CommScope and Andrew have substantially complied with the second requests, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. CommScope and Andrew intend to cooperate fully with the DOJ. In the United States, CommScope must also comply with applicable federal and state securities laws and the rules and regulations of the New York Stock Exchange in connection with the issuance of shares of CommScope common stock, if any, in the merger and the filing of this proxy statement/prospectus with the SEC.

Restrictions on Sales of Shares to be Received in the Merger

        The issuance of shares of CommScope common stock, if any, to be received by Andrew stockholders in the merger will be registered under the Securities Act and, except as described in this section, may be freely traded without restriction. CommScope's registration statement on Form S-4, of which this proxy statement/prospectus forms a part, does not cover the resale of shares of CommScope common stock to be received in connection with the merger by persons who are deemed to be "affiliates" of Andrew on the date of the special meeting. The shares of CommScope common stock, if any, to be issued in the merger and received by persons who are deemed to be "affiliates" of Andrew on the date of the special meeting of stockholders may be resold by them only in transactions permitted by the resale provisions of Rule 145 under the Securities Act or otherwise permitted under the Securities Act. Persons who are deemed to be "affiliates" of Andrew prior to the merger include

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individuals or entities that control, are controlled by, or are under common control with Andrew on the date of the special meeting, and may include officers and directors, as well as principal stockholders, of Andrew on the date of the special meeting. Affiliates of Andrew will be notified separately of their affiliate status.

Listing of CommScope Common Stock

        The shares of CommScope common stock, if any, to be issued in the merger and the shares of CommScope common stock, if any, to be reserved for issuance in connection with the outstanding Andrew options, warrants, and restricted stock units assumed by CommScope in the merger and upon conversion of the Andrew notes are required to be approved for listing on the New York Stock Exchange.

Delisting and Deregistration of Andrew Common Stock

        If the merger is completed, Andrew common stock will be delisted from the Nasdaq Global Market and will no longer be registered under the Securities Exchange Act of 1934, as amended.

Appraisal Rights

        Holders of Andrew common stock are entitled to appraisal rights under the Delaware General Corporation Law in connection with the merger. For further information, see the section entitled "The Special Meeting—Appraisal Rights."

Anticipated Accounting Treatment of the Merger

        The merger will be accounted for using the purchase method of accounting pursuant to Statement of Financial Accounting Standards No. 141, Business Combinations. Under the purchase method of accounting, the total estimated purchase price is allocated to the net tangible and intangible assets of Andrew acquired in connection with the merger, based on their estimated fair values. These allocations will be based upon a valuation that has not yet been finalized.

CommScope Board of Directors

        The board of directors of CommScope will not change in connection with the consummation of the merger. CommScope's directors are currently divided into three classes. The members of each class are elected to serve three-year terms, with the term of office of each class ending in successive years. The directors of CommScope are the following: Frank M. Drendel (term ending in 2009); Boyd L. George (term ending in 2010); George N. Hutton, Jr. (term ending in 2010); Katsuhiko (Kat) Okubo (term ending in 2010); Richard C. Smith (term ending in 2009); June E. Travis (term ending in 2008); and James N. Whitson (term ending in 2008).

Financing

        CommScope estimates that the total amount of funds necessary to complete the merger and pay the related transaction costs (assuming CommScope elects to pay the stub portion of the merger consideration entirely in shares of CommScope common stock) is approximately $2.59 billion ($2.85 billion if CommScope elects to use all cash in the merger consideration), which includes approximately $2.15 billion to be paid to Andrew stockholders and certain holders of Andrew stock options and restricted shares, with the remaining funds to be used to refinance existing indebtedness, including CommScope's and Andrew's existing senior credit facilities, to pay the merger consideration to holders of the Andrew notes (assuming full conversion of the Andrew notes), and to pay fees and expenses in connection with the merger, the financing arrangements and the related transactions. CommScope currently estimates that the amount of borrowings necessary to complete the merger and

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pay the related transaction costs will be $2.443 billion if the stub portion of the merger consideration is entirely paid in cash and $2.178 billion if the stub portion of the merger consideration is entirely paid in shares of CommScope common stock; the actual amount of borrowings will be determined by the amount of cash, cash equivalents and short-term investments on hand as of the effective time of the merger, the amount of cash estimated to be required for normal operations and the form of consideration used to pay the stub portion of the merger consideration. Factors that CommScope intends to consider in determining which form of consideration will be used for the stub portion of the merger consideration are described in the section entitled "Proposal No. 1—The Merger—General Description of the Merger." For further information, see the section entitled "Unaudited Pro Forma Condensed Combined Financial Statements."

        CommScope has received a debt commitment letter, dated June 26, 2007, from Bank of America, N.A., which we refer to as Bank of America, Wachovia Bank, National Association, which we refer to as Wachovia Bank (we refer to Bank of America and Wachovia Bank together as the debt providers), Banc of America Securities LLC, and Wachovia Capital Markets, LLC (we refer to Banc of America Securities LLC and Wachovia Capital Markets, LLC together as the lead arrangers).

        Pursuant to the commitment letter, each of the debt providers has agreed to provide to CommScope, on the terms and subject to the conditions set forth in the commitment letter, one-half of an aggregate of $2.55 billion in senior secured credit facilities, consisting of:

        CommScope believes that it will have sufficient funds, including under the senior secured credit facilities and cash, cash equivalents and short-term investments, available to pay the entire merger consideration, including the stub portion of the merger consideration, in cash, while retaining an amount of cash estimated to be required for normal operations, without seeking additional financing. The need for any additional financing, however, will depend on a number of factors, including the amount of additional financing (if any) necessary for CommScope to meet the liquidity requirement on the date of consummation of the merger. CommScope does not presently intend to obtain commitments for any such additional financing, and it is possible that CommScope would not be able to obtain additional financing on satisfactory terms, or at all, in which event CommScope might be unable to use cash to pay all or part of the stub portion of the merger consideration. For further information, see the section entitled "Risk Factors—CommScope's ability to obtain additional capital on commercially reasonable terms may be limited."

        The debt commitments will expire December 31, 2007, but will automatically be extended to March 31, 2008 if the merger agreement is extended to such date in accordance with its terms. The debt commitments are subject to the satisfaction of certain conditions, including without limitation the following:

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        The only representations relating to CommScope, Andrew, their subsidiaries or their businesses, the making of which are a condition to availability of the senior credit facilities at the consummation of the merger, are (1) such of the representations made by Andrew in the merger agreement as are material to the interests of the lenders (including, without limitation, there not having been between December 31, 2006 and the date of the merger agreement any changes, circumstances or events that, individually or in the aggregate, have had, or would reasonably be likely to have, a material adverse effect (as defined in the merger agreement) on Andrew), but only to the extent that CommScope has the right to terminate its obligations under the merger agreement as a result of a breach of such representation in the merger agreement and (2) certain representations relating to, among other things, the authorization, enforceability, priority and security of the senior credit facilities.

        As of the date of this proxy statement/prospectus, no alternative financing arrangements or alternative financing plans have been made in the event that the senior credit facilities are not available as anticipated.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following is a general discussion of certain material U.S. federal income tax consequences of the merger to holders of Andrew common stock. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the Code), applicable current and proposed U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all of which are subject to change, possibly on a retroactive basis. This discussion is limited to U.S. holders (as defined below) that hold their shares of Andrew common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment), unless otherwise indicated below. This discussion does not address all aspects of U.S. federal income tax that may be relevant to a holder in light of its particular circumstances, or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, dealers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting for their securities, holders subject to the alternative minimum tax, persons that have a functional currency other than the U.S. dollar, tax-exempt organizations, financial institutions, mutual funds, partnerships or other pass-through entities for U.S. federal income tax purposes, controlled foreign corporations, passive foreign investment companies, certain expatriates, corporations that accumulate earnings to avoid U.S. federal income tax, holders who hold shares of Andrew common stock as part of a hedge, straddle, constructive sale or conversion transaction or holders who acquired their shares of Andrew common stock through the exercise of employee stock options or other compensation arrangements).

        In addition, this discussion does not address any tax considerations under state, local or foreign tax laws, or U.S. federal laws other than those pertaining to the U.S. federal income tax that may apply to holders.

        Each holder is urged to consult such holder's own tax advisor to determine the particular tax consequences to such holder including the application and effect of any state, local or foreign income and other tax laws, of the receipt of cash and CommScope common stock, if any, in exchange for Andrew common stock pursuant to the merger.

        If a partnership holds Andrew common stock, the tax treatment of a partner will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding Andrew common stock, you should consult your tax advisor.

        For purposes of this discussion, the term "U.S. holder" means:

        A "non-U.S. holder" is a person (other than a partnership) that is not a U.S. holder.

Tax Consequences of the Merger to U.S. Holders

        The receipt of cash and CommScope common stock, if any, in the merger (or pursuant to the exercise of appraisal rights) by U.S. holders of Andrew common stock will be a taxable transaction for

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U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder of Andrew common stock will recognize gain or loss equal to the difference between:

        If the holding period of the Andrew common stock surrendered in the merger (or pursuant to the exercise of appraisal rights) is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. The deductibility of a capital loss recognized on the exchange is subject to limitations under the Code. If a U.S. holder acquired different blocks of Andrew common stock at different times and different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of Andrew common stock.

        Each share of CommScope common stock received by a U.S. holder in the merger will have a tax basis equal to the fair market value of the share received (determined as of the date of the merger). A new holding period for each share of stock will begin on the day after the merger.

Tax Consequences of the Merger to Non-U.S. Holders

        A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the disposition of Andrew common stock in the merger unless:

        An individual non-U.S. holder described in the first bullet point above will generally be subject to tax at a 30% rate on the gain derived from the merger, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States under the Code. A non-U.S. holder described in the second bullet point above will be taxed on a net income basis on the net gain derived from the merger and in the same manner as if it were a U.S. person, and, if a non-U.S. holder is a foreign corporation, it may be subject, in addition, to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

Information Reporting and Backup Withholding

        Certain Andrew stockholders who receive cash or stock received in the merger (or pursuant to the exercise of appraisal rights) may be subject to U.S. information reporting and backup withholding. Backup withholding (currently at a rate of 28%) will apply with respect to the amount of cash received and the fair market value CommScope common stock, if any, received by a non-corporate U.S. holder (determined as of the date of the merger), unless the U.S. holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Corporations are generally exempt from backup withholding. Each non-corporate stockholder should complete and sign the substitute Form W-9 that

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will be part of the letter of transmittal to be returned to the paying agent in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is otherwise proved in a manner satisfactory to the paying agent. In order for a foreign individual to qualify as an exempt recipient, he or she must submit a signed statement (such as a Certificate of Foreign Status on Internal Revenue Service Form W-8 BEN) attesting to his or her exempt status. Any amounts withheld under the backup withholding tax rules from a payment to a stockholder will be allowed as a refund or credit against the stockholder's United States federal income tax liability, provided that the required procedures are followed. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder's U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

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THE MERGER AGREEMENT

        The following is a summary of the material terms of the merger agreement. This summary does not purport to describe all of the terms of the merger agreement and is qualified by reference to the complete merger agreement which is included as Annex A to this proxy statement/prospectus and incorporated by reference herein. All stockholders of Andrew are urged to read the entire merger agreement carefully.

        The merger agreement has been included to provide Andrew stockholders with information regarding its terms and Andrew recommends that Andrew stockholders read the entire merger agreement carefully. Except for its status as the contractual document that establishes and governs the legal relations among the parties with respect to the merger, CommScope and Andrew do not intend for the text of the merger agreement to be a source of factual, business or operational information about CommScope or Andrew. That kind of information can be found elsewhere in this proxy statement/prospectus and in the documents incorporated herein by reference. The merger agreement contains representations and warranties of the parties as of specific dates and may have been used for the purposes of allocating risk between the parties rather than establishing matters as facts. Those representations and warranties are qualified in several important respects, which you should consider as you read them in the merger agreement, including contractual standards of materiality that may be different from what may be viewed as material to Andrew stockholders. Accordingly, investors should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about CommScope or Andrew. In particular, the assertions embodied in the representations and warranties contained in the merger agreement are qualified by information in confidential disclosure schedules provided by Andrew and CommScope to each other in connection with the signing of the merger agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Except for the parties themselves, under the terms of the merger agreement only certain other specifically identified persons are third party beneficiaries of the merger agreement who may enforce it and rely on its terms. Except for Andrew stockholders, who are third party beneficiaries of Article II of the merger agreement regarding the exchange of shares in the merger, as stockholders, you are not third party beneficiaries of the merger agreement and therefore may not directly enforce or rely upon its terms and conditions. You should not rely on the representations, warranties or covenants of the merger agreement as characterizations of the actual state of facts or condition of CommScope, Andrew or any of their respective affiliates. Information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement and subsequently developed or new information qualifying a representation or warranty may have been included in this proxy statement/prospectus.

Structure of the Merger

        At the effective time of the merger, DJRoss, Inc. (which we refer to as DJRoss), a Delaware corporation and an indirect wholly owned subsidiary of CommScope, will merge with and into Andrew. Andrew will be the surviving corporation in the merger and will become an indirect wholly owned subsidiary of CommScope.

        Andrew's certificate of incorporation will be amended and restated in its entirety to be identical to the certificate of incorporation of DJRoss in effect prior to the merger, except that the name shall be changed to "Andrew Corporation", at the effective time of the merger and, as so amended, will be the surviving corporation's certificate of incorporation until duly amended. Andrew's by-laws will be similarly amended at the effective time of the merger and, as so amended, will be the surviving corporation's by-laws until duly amended. The directors and officers of DJRoss will be the directors and officers of the surviving corporation from and after the effective time of the merger until their respective successors are duly elected or appointed and qualified.

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        CommScope and Andrew may mutually agree to revise the structure of the merger described above at any time prior to the receipt of the approval of the merger agreement and the merger from Andrew stockholders, or at any time after such approval has been obtained if, with appropriate disclosure, any required further approval of the revised structure is obtained from Andrew stockholders.

When the Merger Becomes Effective

        CommScope and Andrew will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware on the closing date of the merger. The closing date of the merger will be the third business day following the satisfaction or waiver of the conditions to the merger as described in the merger agreement, but in any event no earlier than August 10, 2007, unless another date is agreed to in writing by CommScope and Andrew. The merger will become effective at the time when the certificate of merger is duly filed or such other time as agreed upon by the parties and set forth in the certificate of merger. We refer to that time as the effective time of the merger.

Merger Consideration

        The merger agreement provides that, at the effective time of the merger, each share of Andrew common stock issued and outstanding immediately prior to the effective time of the merger, but excluding shares of Andrew common stock held in the treasury of Andrew and shares held by Andrew stockholders who perfect and exercise their appraisal rights, will be converted into the right to receive, without any interest and less any withholding taxes, (1) $13.50 in cash (which we refer to as the cash merger consideration) plus (2) at the election of CommScope (at its sole discretion, by written notice to Andrew at least two business days before the closing date), one of the following three forms of consideration (which we refer to as the election merger consideration):

        At the effective time of the merger, (1) all shares of Andrew common stock held as treasury stock by Andrew, if any, will be automatically extinguished, and no consideration will be paid in exchange for such shares and (2) each issued and outstanding share of common stock of DJRoss will be converted into one share of the surviving corporation.

        After the completion of the merger, each certificate that previously represented shares of Andrew common stock will only represent the right to receive the cash merger consideration, the election merger consideration and any cash in lieu of fractional shares of Andrew common stock, if any (which we refer to collectively as the merger consideration), together with the Pre-surrender CommScope Distributions (as defined below), without interest. In addition, after the effective time of the merger, Andrew will not register any transfers of the shares of Andrew common stock.

        The exchange ratio will be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into CommScope common stock or Andrew common stock), reorganization, recapitalization, reclassification

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or other like change with respect to CommScope common stock or Andrew common stock having a record date on or after the date of the merger agreement and prior to the effective time of the merger.

        If any CommScope common stock is included in the election merger consideration, no fractional shares of CommScope common stock will be issued in the merger. Instead, the exchange agent will pay each Andrew stockholder who would have otherwise been entitled to a fractional share of CommScope common stock (after aggregating all fractional shares of CommScope common stock that otherwise would be received by such stockholder) an amount in cash (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the average CommScope common stock price.

        Until an Andrew stock certificate has been surrendered, no dividends or other distributions with respect to CommScope common stock with a record date after the effective time of the merger will be paid to the holder of such unsurrendered stock certificate of Andrew, and no cash payment in lieu of fractional shares will be paid to any such holder. Following surrender of an Andrew stock certificate, the holder will be entitled to receive, without interest, (1) the merger consideration, together with the amount of dividends or other distributions with a record date after the effective time of the merger paid with respect to the whole shares of CommScope common stock, if any, included in such merger consideration, and (2) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time of the merger and a payment date subsequent to such surrender payable with respect to whole shares of CommScope common stock, if any, included in such merger consideration (which we refer to collectively as the Pre-surrender CommScope Distributions).

Listing of CommScope Common Stock

        CommScope has agreed to use all reasonable best efforts to cause the shares of CommScope common stock issuable in the merger and the shares of CommScope common stock to be reserved for issuance with respect to stock options and restricted stock units issued under the Andrew stock plans, upon exercise of the Andrew warrant and upon conversion of the Andrew notes, to be authorized for listing on the New York Stock Exchange, upon notice of issuance, exercise or conversion, as applicable.

Treatment of Stock Options and Restricted Stock Units

        All Andrew stock options will vest automatically as a result of the merger and holders of outstanding options to purchase shares of Andrew common stock may elect, not less than five days prior to the effective time of the merger, to have some or all of their stock options cancelled as of the effective time of the merger. In exchange for such cancellation, holders of each such option will be entitled to receive for each share of Andrew common stock subject to the cancelled stock option an amount equal to the merger consideration less the exercise price of the cancelled option, without interest and less any withholding taxes. The exercise price will be deducted from the cash portion of the election merger consideration and the cash merger consideration, and if the exercise price of the cancelled option is in excess of such cash portion, the number of CommScope common shares issuable will be reduced by a number of shares having a value equal to such excess based on the average CommScope common stock price.

        Holders of outstanding options to purchase shares of Andrew common stock who do not elect to have all of their options cancelled as of the effective time of the merger will have each outstanding option not so cancelled converted into an option to acquire, subject to certain requirements of the Internal Revenue Code, (i) a number of shares of CommScope common stock equal to the product (rounded to the nearest whole number) of (1) the number of shares of Andrew common stock subject to such option immediately prior to the effective time of the merger and (2) the "option exchange ratio," which equals (A) $15.00 divided by (B) the average CommScope common stock price, and (ii) at an exercise price per share (rounded to the nearest whole cent) equal to (1) the exercise price per

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share of Andrew common stock of such option immediately prior to the effective time of the merger divided by (2) the option exchange ratio.

        Restricted stock units (including, to the extent applicable, performance stock units) granted under the stock plans of Andrew, at the effective time of the merger, will be assumed by CommScope and will be converted into the right to receive, upon vesting, (1) the number of whole shares of CommScope common stock equal to the product of (A) the number of shares of Andrew common stock underlying such restricted stock units (including performance stock units) multiplied by (B) the stock portion of the election merger consideration (if CommScope common stock is issued as part of the merger consideration), rounded down to the nearest whole number of shares of CommScope common stock and (2) that amount of cash equal to the product of (x) the number of shares of Andrew common stock underlying such restricted stock units (including performance stock units) multiplied by (y) the sum of the cash portion of the election merger consideration and the cash merger consideration. No fractional shares of CommScope common stock will be issued in the merger. Cash will be paid in lieu of fractional shares.

        Notwithstanding the foregoing, to the extent provided in the applicable stock plans of Andrew or the terms of any restricted stock unit (including any performance stock unit) award agreement evidencing an award, a restricted stock unit (including, to the extent applicable, a performance stock unit) of Andrew will vest upon a change of control (such as the merger) and will be cancelled as of the effective time of the merger in exchange for a cash payment in an amount equal to the product of (1) the number of shares of Andrew common stock underlying such restricted stock unit (including performance stock unit) immediately prior to the effective time of the merger multiplied by (2) $15.00.

        Any shares of Andrew common stock issued under the stock plans of Andrew with restrictions or limitations on transfer will be treated in accordance with the terms of the respective stock plans under which such shares were issued, and the shares of CommScope common stock issued in exchange for such shares of Andrew common stock will have the same restrictions and limitations, if any, as such shares of Andrew common stock at the effective time of the merger.

Treatment of Andrew Warrant and Andrew Notes

        At the effective time of the merger, the Andrew warrant will become exercisable for the merger consideration in accordance with its terms. The terms of the Andrew warrant specify that the Andrew warrant shall, after the merger, be exercisable into the kind and number of shares of stock or other securities or property of the corporation surviving such merger to which the holder of the number of shares of Andrew common stock deliverable (immediately prior to the time of such merger) upon exercise of the Andrew warrant would have been entitled upon such merger. Andrew is to provide the holder of the Andrew warrant with not less than 20 days written notice prior to the applicable record date or effective date of the occurrence of the merger (the notice shall set forth in detail all material facts and circumstances surrounding and relating to the merger).

        At the effective time of the merger, the Andrew notes will become convertible into the merger consideration in accordance with the terms of the indenture, dated August 8, 2003, between Andrew and BNY Midwest Trust Company (which we refer to as the Andrew indenture) that governs the Andrew notes. The Andrew indenture provides that Andrew and CommScope shall execute a supplemental indenture providing that each note shall be convertible into the kind and amount of consideration receivable upon the merger by a holder of a specified number of shares of Andrew common stock immediately prior to the merger. As a closing condition, CommScope and Andrew, together with the trustee under the Andrew indenture, shall have entered into a supplemental indenture to the Andrew indenture providing for modification of the conversion rights of the holders of Andrew notes. In addition, following the merger, CommScope will be required to offer to repurchase any Andrew notes not converted into the merger consideration in accordance with the terms of the Andrew indenture, at a price equal to 100% of the principal amount thereof, together with accrued and unpaid interest up to, but excluding, the date of such repurchase.

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Exchange of Shares and Certificates

        Your right to receive the merger consideration will occur automatically at the effective time of the merger unless you perfect and exercise your appraisal rights.

        Promptly after the effective time of the merger, Mellon Investor Services, L.L.C. (or another institution reasonably satisfactory to Andrew and CommScope, which we refer to as the exchange agent) will mail to each holder of record of a stock certificate or certificates that immediately prior to the effective time of the merger represented outstanding shares of Andrew common stock (which we refer to as Andrew stock certificates), (1) a letter of transmittal and (2) instructions for use in effecting the surrender of such stock certificates in exchange for the merger consideration and any Pre-surrender CommScope Distributions.

        Please do not return Andrew stock certificates with the enclosed proxy card.

        Upon surrender of an Andrew stock certificate to the exchange agent, together with a duly completed and executed letter of transmittal and any other documents as may reasonably be required by the exchange agent, you will be entitled to receive from the exchange agent the following:

        If a transfer of shares of Andrew common stock is not registered in the transfer records of Andrew, the merger consideration for such shares and the Pre-surrender CommScope Distributions, if any, may be paid to a person other than the record holder of the surrendered Andrew stock certificate if:

        At the effective time of the merger, the stock transfer books of Andrew shall be closed and there shall be no further registration of transfers on the stock transfer books of the surviving corporation of the shares of Andrew common stock which were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, Andrew stock certificates are presented to the surviving corporation or the exchange agent for any reason, they will be canceled and exchanged as provided above.

        If your stock certificate has been lost, stolen or destroyed, the exchange agent will issue the applicable merger consideration for the shares represented by that certificate and the Pre-surrender CommScope Distributions (if any), if you provide an affidavit certifying that such certificate has been lost, stolen or destroyed. However, CommScope may, in its reasonable discretion require you to deliver an agreement of indemnification in form reasonably satisfactory to CommScope, or a bond in such

94


amount as CommScope may reasonably direct as indemnity, against any claim that may be made against CommScope or the exchange agent in respect of such stock certificate alleged to have been lost, stolen or destroyed.

        Six months after the effective time of the merger, any portion of the shares of CommScope common stock and cash deposited with the exchange agent (which we refer to as the exchange fund) that remains undistributed to the former stockholders of Andrew will be delivered to CommScope. After the expiration of the six-month period, each holder of a certificate representing shares of Andrew common stock may look only to CommScope for payment of his or her claim for the merger consideration and the Pre-surrender CommScope Distributions, if any.

        None of CommScope, DJRoss, the surviving corporation or the exchange agent will be liable to any person in respect of any shares of CommScope common stock (or dividends or distributions with respect to such shares) or cash from the exchange fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any shares of CommScope common stock, any cash or any dividends or distributions with respect to CommScope common stock issuable in respect of any Andrew stock certificate will become the property of the surviving corporation if such stock certificate is not surrendered prior to seven years after the effective time of the merger, or immediately prior to such earlier date on which such shares or cash payments would otherwise escheat to, or become the property of, any governmental entity.

Covenants Relating to Conduct of Business

        Each of Andrew and CommScope has undertaken certain covenants in the merger agreement restricting the conduct of its respective business between the date of the merger agreement and the effective time of the merger.

Affirmative Covenants Relating to Conduct of Business

        Except as expressly required by, or provided for, in the merger agreement, or agreed to by the other party in writing, each of CommScope, Andrew and each of their respective subsidiaries is required to carry on its business in the ordinary course, consistent with past practice, maintain its existence in good standing under applicable law and use commercially reasonable efforts to (1) preserve intact its current business organization, (2) keep available the services of its current officers and key employees and (3) preserve its relationships with its customers, suppliers and other persons with which it has significant business relations.

        Further, during the period from the date of the merger agreement to the effective time of the merger, Andrew and its subsidiaries are required to (1) maintain with financially responsible insurance companies, insurance in such amounts and against such risks and losses as are customary for companies of the size and financial condition of Andrew, and which are engaged in businesses similar to that of Andrew and its subsidiaries and (2) continue to timely file all reports and other documents that they are required to file with the SEC and pay all fees due and payable in connection with such filings, and furnish CommScope, if requested, with any work papers and other materials, including those prepared by Andrew's independent auditors, used in preparation of such filings.

Required Consent from CommScope

        Without the prior written consent of CommScope, and with certain exceptions and subject to certain conditions described in the merger agreement (which exceptions and conditions apply to certain but not all of the following items), neither Andrew nor any of its subsidiaries may take any of the

95


following actions or authorize, commit or agree to take any of the following actions during the period from the date of the merger agreement and the effective time of the merger:

96

Required Consent from Andrew

        Without the prior written consent of Andrew, neither CommScope nor any of its subsidiaries may take any of the following actions or authorize, commit or agree to take any of the following actions during the period from the date of the merger agreement and the effective time of the merger:

Solicitation

        Andrew has agreed that, except in certain circumstances as described below, Andrew and its subsidiaries will not, nor will it authorize or permit any of its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to, take any of the following actions:

        Andrew has agreed that it and its subsidiaries will, as of the date of the merger agreement, cease, and will cause their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to cease, any and all existing activities, discussions, or negotiations with any third parties conducted up to the date of the merger agreement with respect to any possible or proposed alternative transaction and will use its reasonable best efforts to enforce any confidentiality agreement relating to those possible or proposed alternative transactions.

97


        The merger agreement also provides that Andrew will, as promptly as practicable after the receipt of any alternative transaction proposal or any inquiry or request for information relating to any alternative transaction proposal, notify CommScope of the material terms and conditions of the alternative transaction proposal, request or inquiry and the identity of the person making the alternative transaction proposal, request or inquiry and will provide CommScope with a copy of all written materials provided by or to it in connection with any alternative transaction proposal, request or inquiry. Andrew also has agreed to notify CommScope of any meeting of the board of directors of Andrew at which any alternative transaction proposal is reasonably likely to be considered.

        An "alternative transaction" means any of the following transactions:

        Notwithstanding anything to the contrary described above, the merger agreement allows Andrew, in response to an unsolicited, bona fide proposal for an alternative transaction that is determined in accordance with the merger agreement by Andrew's board of directors to be, or to be reasonably likely to lead to, a "superior proposal" (as defined below), to take the following actions (but only (1) if and to the extent (x) Andrew's board of directors has concluded in good faith, after receipt of advice of outside legal counsel, that failure to take such action is reasonably likely to result in a breach of its fiduciary obligations and (y) Andrew has given CommScope three business days' prior written notice of its intentions to furnish information or engage in negotiations and of the identity or the person, entity or group making such superior proposal and the material terms and conditions of such superior proposal and (2) if Andrew has not breached in any material respect the provisions in the merger agreement prohibiting solicitation of competing bids):

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        A "superior proposal" means any unsolicited, bona fide written proposal made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination:

on terms that Andrew's board of directors has determined in good faith, after taking into account the advice of its outside legal counsel and its financial advisor and all of the terms and conditions of such proposal and the merger agreement (including any proposal by CommScope to amend the terms of the merger agreement), (1) to be more favorable to Andrew's stockholders (in their capacities as stockholders) than the terms of the merger agreement and (2) to be reasonably capable of being consummated on the terms proposed, taking into account all other legal, financial, regulatory and other aspects of such proposed alternative transaction and the person proposing such alternative transaction, including, if the proposed alternative transaction involves any financing, the likelihood of obtaining such financing and the terms on which such financing may be secured.

        In response to the receipt of an unsolicited proposed alternative transaction that is determined to be a superior proposal, the board of directors of Andrew may withhold, withdraw, amend or modify its recommendation in favor of the merger agreement and, in the case of a tender or exchange offer made directly to Andrew stockholders, may recommend that Andrew stockholders accept the tender or exchange offer, which we refer to as a "change of recommendation," if Andrew's board of directors believes in good faith, after receipt of advice of outside legal counsel that, in light of the superior proposal, failure to change its recommendation is reasonably likely to result in a breach of its fiduciary obligations.

        Prior to announcing any change of recommendation, Andrew must:


        In addition to the circumstances described above, Andrew's board of directors may effect a change of recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of the merger agreement) if there shall have occurred and be continuing any other event, occurrence or circumstance as a result of which, in the good faith judgment of Andrew's board of directors, after consultation with outside counsel of Andrew, the failure to effect a change in recommendation would violate the fiduciary duties of Andrew's board of directors to Andrew's stockholders.

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Other Covenants and Agreements

        The merger agreement contains certain other covenants and agreements, including covenants relating to:

Expenses

        Subject to limited exceptions, all fees and expenses incurred in connection with the merger agreement will be paid by the party incurring such expenses. However, CommScope and Andrew will share equally the filing fees required in connection with the filing by the parties of the pre-merger notification and report forms relating to the merger under the HSR Act and any foreign antitrust or competition laws.

100


Divestitures in Connection with Antitrust and Competition Laws

        In the event any governmental entity acting pursuant to any antitrust, competition or other similar law requires, as a condition to granting any waiver or consent to the merger, the divestiture of, or limitation on, any businesses, assets or property of CommScope, Andrew or any of their respective subsidiaries, CommScope and Andrew shall divest, or place limits on, such business, assets or property, provided that such actions would not reasonably be expected to result in the loss of annualized revenue of CommScope and Andrew on a combined basis of more than $225 million.

Representations and Warranties

        The merger agreement contains representations and warranties made by each of CommScope and Andrew as to itself and its subsidiaries that expire at the effective time of the merger. Many of these representations or warranties do not extend to matters where the failure of the representation and warranty to be accurate would not have a material adverse effect on the party making the representation or warranty.

        Some of these representations and warranties are made by both parties (in the case of CommScope, jointly and severally with DJRoss) relating to:

        In addition, the merger agreement contains representations and warranties made by Andrew relating to:

101

        The merger agreement also contains representations and warranties made by CommScope and DJRoss jointly and severally relating to the Financing Commitments. For further information, see the section entitled "Proposal No. 1—The Merger—Financing."

Conditions to Completion of the Merger

        The obligations of CommScope and Andrew to complete the merger are subject to the satisfaction or waiver of certain conditions including:

        In addition, CommScope's obligation to effect the merger is subject to the satisfaction or waiver of the following additional conditions:

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        Finally, Andrew's obligation to effect the merger is subject to the satisfaction or waiver of the following additional conditions:

        For purposes of the merger agreement, a "material adverse effect" with respect to CommScope or Andrew, as the case may be, means any change, effect, event, occurrence or state of facts that has or has had a material adverse effect on (1) the business, results of operations (other than short-term effects on results of operations) or financial condition of such party and its subsidiaries, taken as a whole or (2) the ability of such party to consummate the transactions contemplated by the merger agreement in the manner contemplated thereby, other than (with respect to (1):

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Termination of Merger Agreement

Right to Terminate

        The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the stockholder approval has been obtained by Andrew (except as provided otherwise below), under the following circumstances:

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        If terminated, the merger agreement will become void, and except for certain provisions (including provisions relating to the payment of terminations fees) that will survive the termination, neither party will have any liability to the other party under the merger agreement. However, nothing contained in the merger agreement, including any payment of a termination fee as described below, will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement of such party contained in the merger agreement.

Termination Fee

        Andrew will be obligated to pay a termination fee to CommScope equal to $75 million if:

105

106

        An "acquisition" shall mean any of the following transactions:


Amendments, Extensions and Waivers

Amendment

        The merger agreement may be amended by the parties at any time before or after the approval by the Andrew stockholders of the merger agreement. However, following such approval, an amendment that changes the amount or form of consideration to be delivered to Andrew stockholders, or that by law or under the rules or regulations of Nasdaq otherwise requires stockholder approval, can only be effected with further approval of Andrew stockholders.

Extension; Waiver

        At any time prior to the effective time of the merger, any party may (1) extend the time for performance of any obligations or other acts of the other party, (2) waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered pursuant to the merger agreement or (3) with certain exceptions, waive compliance by another party with any of the agreements or conditions contained in the merger agreement.

Andrew Charter and By-laws

        Upon the effective time of the merger, Andrew's certificate of incorporation will be amended and restated in its entirety to be identical to the certificate of incorporation of DJRoss in effect prior to the merger, except that the name shall be changed to "Andrew Corporation." Upon the effective time of the merger, Andrew's by-laws will be amended and restated in their entirety to be identical to the by-laws of DJRoss in effect prior to the merger.

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PROPOSAL NO. 2—POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING

        If Andrew fails to receive a sufficient number of votes to approve Proposal No. 1, Andrew may propose to adjourn the 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. Andrew currently does not intend to propose adjournment at the special meeting if there are sufficient votes to approve Proposal No. 1. If approval of the proposal to adjourn the special meeting for the purpose of soliciting additional proxies is submitted to stockholders for approval at the special meeting, such approval requires the affirmative vote of the holders of a majority of the shares present in person or by proxy at the special meeting.

        THE ANDREW BOARD OF DIRECTORS RECOMMENDS THAT ANDREW'S STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 2.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

         The following Unaudited Pro Forma Condensed Combined Financial Statements are based on the historical financial statements of CommScope and Andrew. The Unaudited Pro Forma Condensed Combined Financial Statements are prepared using the purchase method of accounting with CommScope treated as the acquirer and as if the acquisition had been completed on January 1, 2006 for purposes of the pro forma statements of operations and on June 30, 2007 for purposes of the pro forma balance sheet. Because Andrew's fiscal year ends September 30, the pro forma statement of operations for the fiscal year ended December 31, 2006 is based on Andrew's statement of operations for its fiscal year ended September 30, 2006; therefore Andrew's results of operations for the three months ended December 31, 2006 do not appear in either pro forma statement of operations.

        CommScope and Andrew have agreed to effect a strategic business combination in which Andrew and DJRoss, Inc., a wholly owned subsidiary of CommScope, will merge, with Andrew as the surviving corporation that will continue as a wholly owned subsidiary of CommScope. Under the merger agreement, Andrew shareholders will receive $15.00 per share, comprised of $13.50 in cash and an additional $1.50 in either cash or CommScope common stock or a combination thereof, at CommScope's option. Andrew's convertible notes will become convertible into the merger consideration. Upon completion of the merger, if CommScope elects to use CommScope common stock to pay the $1.50 of merger consideration, Andrew stockholders and noteholders will hold approximately 7% of the outstanding common shares of CommScope, assuming a CommScope common stock price of $52.62 per share (the September 21, 2007 closing price) and based on the number of shares of CommScope common stock outstanding as of September 21, 2007. The number of shares of CommScope common stock issued in connection with the merger will be lower if CommScope elects to pay the stub portion of the merger consideration only partially in CommScope common stock. If CommScope elects to pay the stub portion of the merger consideration entirely in cash, no shares of CommScope common stock would be issued in connection with the merger.

        As of the date of this joint proxy statement/prospectus, CommScope has not performed the detailed valuation studies necessary to arrive at the required estimates of the fair market value of the Andrew assets to be acquired and the liabilities to be assumed and the related allocations of the purchase price, nor has CommScope identified the adjustments necessary, if any, to conform Andrew data to CommScope accounting policies. Andrew has not yet adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 and any adjustments that result from the implementation of this interpretation would impact the purchase price allocation. As indicated in Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements, CommScope has made certain adjustments to the historical book values of the assets and liabilities of Andrew to reflect certain preliminary estimates of the fair values necessary to prepare the Unaudited Pro Forma Condensed Combined Financial Statements, with the excess of the estimated purchase price over the historical net assets of Andrew, as adjusted to reflect estimated fair values, recorded as goodwill. Actual results are expected to differ from these Unaudited Pro Forma Condensed Combined Financial Statements once CommScope has determined the final purchase price for Andrew, completed the valuation studies necessary to finalize the required purchase price allocations and identified any necessary conforming accounting changes for Andrew. There can be no assurances that such finalization will not result in material changes.

        These Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of CommScope and Andrew incorporated by reference into this joint proxy statement/prospectus.

        The Unaudited Pro Forma Condensed Combined Financial Statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of the combined company that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of the combined company.

        The Unaudited Pro Forma Condensed Combined Financial Statements do not include the realization of future cost savings or synergies or restructuring charges that are expected to result from the Andrew acquisition.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2007
(In thousands)

 
   CommScope
   Andrew
   Adjustments
   Combined
  
Assets                          
Cash and cash equivalents   $ 247,647   $ 118,934   $ (140,997 )(A) $ 225,584  
Short-term investments     241,998     —     (241,998 )(A)   —  
   
 
 
 
 
  Total cash, cash equivalents and short-term investments     489,645     118,934     (382,995 )   225,584  

Accounts receivable, net
 
 
275,452
 
 
551,828
 
 
 
 
 
827,280
 
Inventories     179,946     389,073     34,627  (B)   603,646  
Prepaid expenses and other current assets     12,884     73,279     6,050  (C)   92,213  
Assets held for sale     —     8,824           8,824  
Deferred income taxes     28,173     —     (10,610 )(L)   17,563  
   
 
 
 
 
  Total current assets     986,100     1,141,938     (352,928 )   1,775,110  

Property, plant and equipment, net
 
 
235,867
 
 
233,567
 
 
37,604
 (D)
 
507,038
 
Goodwill     153,884     810,163     (810,163 )(E)   1,596,700  
                  1,442,816  (F)      
Other intangibles, net     70,851     44,882     (44,882 )(E)   668,851  
                  598,000  (F)      
Deferred income taxes     15,918     —     875  (O)   16,793  
Other assets     22,652     54,082     (7,254 )(E)   104,480  
                  35,000  (G)      
   
 
 
 
 
  Total Assets   $ 1,485,272   $ 2,284,632   $ 899,068   $ 4,668,972  
   
 
 
 
 
Liabilities and Stockholders' Equity                          
Accounts payable   $ 98,558   $ 268,984         $ 367,542  
Other accrued liabilities     102,368     183,444     (13,582 )(H)   297,814  
                  25,584  (H)      

Notes payable and current portion of long-term debt
 
 
16,800
 
 
99,645
 
 
(116,445
)(I)
 
23,000
 
                  23,000  (J)      
   
 
 
 
 
  Total current liabilities     217,726     552,073     (80,011 )   688,356  

Long-term debt
 
 
250,000
 
 
251,348
 
 
(251,348
)(I)
 
2,670,244
 
                  2,420,244  (J)      
Deferred income taxes     —     —     205,854  (L)   205,854  
Other noncurrent liabilities     120,820     44,711     34,359  (K)   199,890  
   
 
 
 
 
  Total Liabilities     588,546     848,132     2,329,098     3,764,344  

Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 

Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Preferred stock     —     —     —     —  
  Common stock     718     1,625     (1,625 )(M)   718  
  Additional paid-in capital     585,410     688,878     (688,878 )(M)   594,803  
                  9,393  (N)      
  Retained earnings     447,750     736,066     (736,066 )(M)   446,259  
                  (1,491 )(O)      
Accumulated other comprehensive income     8,383     77,415     (77,415 )(M)   8,383  
Treasury stock, at cost     (145,535 )   (67,484 )   67,484  (M)   (145,535 )
   
 
 
 
 
  Total Stockholders' Equity     896,726     1,436,500     (1,428,598 )   904,628  
   
 
 
 
 
  Total Liabilities and Stockholders' Equity   $ 1,485,272   $ 2,284,632   $ 899,068   $ 4,668,972  
   
 
 
 
 

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2007
(In thousands, except per share amounts)

 
   CommScope
   Andrew
   Adjustments
   Combined
  
Net sales   $ 954,596   $ 1,048,490         $ 2,003,086  
   
 
 
 
 
Operating costs and expenses:                          
  Cost of sales     660,058     830,901     14,083  (P)   1,506,757  
                  1,715  (Q)      
  Selling, general and administrative     127,243     127,790     (10,014 )(R)   262,869  
                  17,457  (P)      
                  393  (Q)      
  Research and development     16,322     55,940     242  (Q)   72,504  
  Restructuring costs     898     2,751           3,649  
  Goodwill impairment     —     107,928     —  (S)   107,928  
   
 
 
 
 
    Total operating costs and expenses     804,521     1,125,310     23,876     1,953,707  
   
 
 
 
 
Operating income (loss)     150,075     (76,820 )   (23,876 )   49,379  
Other income (expense), net     (282 )   145           (137 )
Interest expense     (3,674 )   (8,936 )   8,936  (T)   (103,550 )
                  459  (T)      
                  (100,335 )(U)      
Interest income     10,286     2,990     (8,432 )(V)   4,844  
   
 
 
 
 
Income (loss) before income taxes     156,405     (82,621 )   (123,248 )   (49,464 )
Income tax expense     (49,421 )   (15,064 )   45,602  (W)   (18,883 )
   
 
 
 
 
Net income (loss)   $ 106,984   $ (97,685 ) $ (77,646 ) $ (68,347 )
   
 
 
 
 

Net income (loss) per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic   $ 1.76   $ (0.63 )       $ (1.12 )
  Assuming dilution   $ 1.46   $ (0.63 )       $ (1.12 )

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic     60,817     156,055     (156,055 )   60,817  
  Assuming dilution     74,207     156,055     (156,055 )   60,817  

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Fiscal Year Ended December 31, 2006
(In thousands, except per share amounts)

 
   CommScope
   Andrew
   Adjustments
    
   Combined
  
Net sales   $ 1,623,946   $ 2,146,093             $ 3,770,039  
   
 
 
     
 
Operating costs and expenses:                              
  Cost of sales     1,179,861     1,672,714     28,167   (P)     2,884,172  
                  3,430   (Q)        
  Selling, general and administrative     240,024     266,213     (19,011 ) (R)     522,926  
                  34,914   (P)        
                  786   (Q)        
  Research and development     32,899     112,985     484   (Q)     146,368  
  Merger costs     —     13,476               13,476  
  Pension termination gain     —     (14,228 )             (14,228 )
  Asset impairment     —     3,874               3,874  
  Restructuring costs     12,578     7,729               20,307  
   
 
 
     
 
    Total operating costs and expenses     1,465,362     2,062,763     48,770         3,576,895  
   
 
 
     
 
Operating income     158,584     83,330     (48,770 )       193,144  
Other income (expense), net     1,324     (4,597 )             (3,273 )
Interest expense     (8,050 )   (15,345 )   15,345   (T)     (206,128 )
                  918   (T)        
                  (198,996 ) (U)        
Interest income     11,837     5,720     (12,994 ) (V)     4,563  
   
 
 
     
 
Income (loss) before income taxes and OFS BrightWave transaction     163,695     69,108     (244,497 )       (11,694 )
Income tax expense before income tax effects of OFS BrightWave transaction     (52,187 )   (103,398 )   90,464   (W)     (65,121 )
   
 
 
     
 
Income (loss) before OFS BrightWave transaction     111,508     (34,290 )   (154,033 )       (76,815 )
OFS BrightWave transaction:                              
Gain on OFS BrightWave note receivable, net of tax of $11,175     18,625     —     —         18,625  
   
 
 
     
 
Net income (loss)   $ 130,133   $ (34,290 ) $ (154,033 )     $ (58,190 )
   
 
 
     
 
Net income (loss) per share:                              
  Basic   $ 2.22   $ (0.22 )           $ (0.99 )
  Assuming dilution   $ 1.84   $ (0.22 )           $ (0.99 )
Weighted average shares outstanding:                              
  Basic     58,524     159,474     (159,474 )       58,524  
  Assuming dilution     72,266     159,474     (159,474 )       58,524  

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

112


COMMSCOPE, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA

NOTE 1: BUSINESS COMBINATION

        CommScope will account for the Andrew acquisition using the purchase method of accounting. The pro forma adjustments reflect preliminary estimates of the purchase price allocation under purchase accounting, which are expected to change upon finalization of appraisals and other valuation studies. The final allocation will be based on the actual purchase price and the assets and liabilities that exist as of the date of the Andrew acquisition. The final adjustments could be materially different from the unaudited pro forma adjustments presented herein.

        The Unaudited Pro Forma Combined Condensed Financial Statements presented herein reflect the merger consideration composed entirely of cash. An analysis is included in Note 4 of the impact on net income (loss) and net income (loss) per diluted share if CommScope chooses to use its common stock rather than cash to pay the entire stub portion ($1.50 per Andrew common share) of the merger consideration.

        The Unaudited Pro Forma Combined Condensed Statements of Operations also include certain accounting adjustments related to the acquisition that are expected to have a continuing impact on the combined results, such as increased depreciation and amortization on the acquired tangible and intangible assets, increased interest expense on the debt expected to be incurred to complete the acquisition, decreased interest income related to the expected use of cash, cash equivalents and short-term investments to complete the acquisition, amortization of deferred financing fees incurred in connection with the additional debt and the tax impact of these pro forma adjustments.

        The Unaudited Pro Forma Combined Condensed Statements of Operations do not reflect certain adjustments that are expected to result from the acquisition because they are considered to be of a non-recurring nature. These include the cost of goods sold adjustment that is expected to result from the write-up of the acquired inventory to its estimated fair market value and the reduction of the deferred revenue balance to the expected cost to provide the contracted services.

        CommScope expects to realize synergies following the acquisition that are not reflected in the pro forma adjustments. No assurance can be given with respect to the ultimate level of such synergies and the timing of their realization. CommScope expects to incur restructuring costs in conjunction with the integration of Andrew. The amount and timing of any such costs are not currently estimable and, accordingly, no adjustment for restructuring costs resulting from the integration of CommScope and Andrew has been reflected in the pro forma adjustments. Restructuring costs recognized after the acquisition could be material to CommScope's financial position and results of operations.

NOTE 2: PURCHASE PRICE

        The following is a preliminary estimate of the purchase price for Andrew as of June 30, 2007 (in millions, except per share amounts):

Shares of Andrew common stock outstanding on a fully diluted basis(a)     176.6
Cash paid per share   $ 15.00
   
Total cash consideration   $ 2,648.5
Estimated transaction costs     15.0
Estimated fair value of CommScope stock options to be granted in exchange for Andrew stock options     9.4
   
Total purchase price   $ 2,672.9
   
(a)
Includes 17.5 million shares related to the assumed conversion of Andrew's outstanding $240.0 million of 3.25% convertible subordinated notes and 3.0 million shares related to Andrew's in-the-money stock options and restricted stock units.

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        For purposes of computing the purchase price, no value was ascribed to the Andrew warrant, which expires on January 16, 2008, because the $17.70 per share exercise price exceeds the $15.00 per share merger consideration. The estimated transaction costs include estimated direct acquisition costs to be incurred by CommScope to complete the merger. As Andrew stock options with exercise prices that exceed the per share merger consideration will be exchanged for CommScope stock options, the fair value of those options was estimated using the Black-Scholes valuation model and included in the purchase price.

        For purposes of preparing the Unaudited Pro Forma Combined Condensed Financial Statements, the above estimated purchase price has been allocated based on the estimated fair value of the assets acquired and liabilities assumed. The final purchase price allocation will be based on the estimated fair values at the completion of the Andrew acquisition and could vary significantly from the pro forma amounts due to various factors, including but not limited to, changes in the composition of Andrew's assets and liabilities, changes in market prices for certain raw materials and changes in interest rates prior to the completion of the Andrew acquisition. Accordingly, the preliminary estimated fair values of these assets and liabilities are subject to change pending additional information that may be developed by CommScope and Andrew. Allocation of an increased portion of the purchase price to inventory, property, plant and equipment or any identifiable intangible asset with a finite life will reduce the amount of the purchase price allocated to goodwill in the Unaudited Combined Condensed Financial Statements and may result in increased depreciation and/or amortization expense, which could be material.

PURCHASE PRICE ALLOCATION

Book value of net assets acquired(b)   $ 1,676.5  
Less: Write-off of Andrew's existing deferred financing fees, intangible assets and goodwill     (859.8 )
Establish a liability for estimated transaction costs to be incurred by Andrew, including change in control payments to certain Andrew executives     (25.6 )
   
 
Adjusted book value of assets acquired     791.1  
Allocation of purchase price over adjusted book value:        
  Increase inventory to estimated fair value     34.6  
  Increase prepaid expenses and other current assets for the value of favorable copper contracts     6.1  
  Increase property, plant and equipment to estimated fair value     37.6  
  Decrease other accrued liabilities to reduce deferred revenue to estimated fair value     13.6  
  Increase in other noncurrent liabilities related to pension and other postretirement benefits     (34.4 )
  Identifiable intangible assets at estimated fair value     598.0  
  Increase in deferred tax liabilities     (216.5 )
  Goodwill     1,442.8  
   
 
Total purchase price   $ 2,672.9  
   
 
(b)
Represents Andrew reported shareholders' equity as of June 30, 2007 of $1,436.5 million plus the assumed conversion of Andrew's $240.0 million 3.25% convertible subordinated notes.

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NOTE 3: PRO FORMA ADJUSTMENTS

        The following pro forma adjustments are based on preliminary estimates of the purchase price and fair values of the assets acquired and liabilities assumed. The final adjustments are expected to be different from these estimates and the difference may be material.

(A)
Reflects the use of existing cash, cash equivalents and short-term investments of the combined entity to fund a portion of the acquisition. The amount of cash available to fund the acquisition at the closing of the transaction will depend on operating results, working capital needs prior to the closing and capital expenditures, among other factors.

(B)
Reflects Andrew's inventory on its consolidated balance sheet at fair market value. For purposes of the pro forma balance sheet as of June 30, 2007, CommScope estimated the fair market value of Andrew's inventory based on Andrew's historical gross margin percentages and costs associated with selling activities. The actual adjustment recorded to reflect the estimated fair market value of Andrew's inventory as of the acquisition date may be materially different from the pro forma adjustment.

(C)
Reflects an adjustment to reflect the estimated fair value of favorable copper purchase commitments as of June 30, 2007. The actual adjustment will depend on the outstanding contracts at the date of the closing and the market price for copper.

(D)
Reflects an adjustment of the net book value of Andrew's property, plant and equipment to its estimated fair value as of June 30, 2007. CommScope's adjustment is based on the extrapolation of a recent appraisal of a portion of Andrew's property, plant and equipment to all of Andrew's property, plant and equipment. The final adjustment to Andrew's property, plant and equipment as of the acquisition date will be developed with the assistance of independent third party appraisers.

(E)
Reflects the adjustments to eliminate the goodwill, other intangible assets (net of accumulated amortization) and deferred financing costs on Andrew's consolidated balance sheet as of June 30, 2007. The deferred financing costs on CommScope's consolidated balance sheet ($2.4 million) are eliminated in conjunction with the termination of CommScope's senior secured credit facility expected as a result of entering into a new credit facility in conjunction with the acquisition.

(F)
Reflects the goodwill and identifiable intangible assets estimated as of June 30, 2007. CommScope estimated the fair value of the identifiable intangible assets by reference to what are believed to be acquisitions of comparable equipment manufacturers and basing the valuations on a selected percentage of the net investment from the reference transactions. The identifiable intangible assets and their useful lives are estimated as follows (dollars in millions):

Identifiable Intangible Asset
   Estimated
Value
   Estimated
Useful Life
Patents   $ 338   12 years
Customer contracts and relationships     182   7 years
Trademarks     52   10 years
Other     26   7 years

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(G)
Reflects the estimated deferred financing costs expected to be recognized by CommScope in conjunction with the senior secured credit facilities expected to be put in place to finance the acquisition.

(H)
Reflects a $13.6 million reduction of deferred revenue to the estimated value to provide the contracted services and the establishment of a $25.6 million liability related to estimated transaction costs to be incurred by Andrew and change in control payments to certain Andrew executives.

(I)
Reflects the anticipated conversion of Andrew's 3.25% convertible notes ($240.0 million) and the projected repayment of CommScope's senior secured credit facility ($16.8 million) and Andrew's remaining debt balance ($111.0 million).

(J)
Reflects the current and long-term portion of the debt assumed to be incurred to finance the acquisition. The current portion reflects an annual one percent required repayment of the $2.3 billion term loan. The calculation of total pro forma debt assumes 176.6 million shares of Andrew common stock outstanding at $15.00 per share, $15.0 million of estimated transaction costs (see Note 2), $111.0 million and $16.8 million to repay existing Andrew debt and CommScope debt, respectively (see (I)), and $35.0 million of estimated financing costs for a total cash requirement of $2,826.2 million, less $383.0 million of cash, cash equivalents and short-term investments used to fund the acquisition. If CommScope chooses to use CommScope common stock to pay the stub portion of the merger consideration rather than cash, the pro forma total debt balance would be reduced by $265.2 million to $2,178.1 million.

(K)
Reflects the increase to Andrew's pension and post-retirement benefit obligations based on the estimated fair value of plan assets and liabilities as of September 30, 2006, the date of the most recent actuarial valuation.

(L)
Reflects the current and noncurrent deferred tax impacts, assuming a marginal combined state and federal tax rate of 37%, of the pro forma adjustments related to the acquired assets and liabilities, other than the non-deductible goodwill. The current portion relates to the inventory, prepaid and other current assets and accrued liabilities adjustments. The noncurrent portion relates to the property, plant and equipment, other intangibles and other noncurrent liabilities adjustments. No adjustment has been made to revise the valuation allowance recorded by Andrew for net operating loss carryforwards and other temporary differences for which Andrew did not consider it more likely than not that they would be realized. Realization of tax benefits that have been included in the valuation allowance will result in a reduction of goodwill.

(M)
Reflects the elimination of the separate components of Andrew's shareholders' equity ($1,436.5 million).

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(N)
Reflects the estimated fair value (based on a Black-Scholes valuation) of the CommScope stock options granted as a result of the conversion of out-of-the-money Andrew stock options.

(O)
Reflects the impact and the related tax effect of writing off the remaining balance of CommScope's deferred financing fees associated with its existing senior secured credit facility that is expected to be replaced with a new credit facility in conjunction with the acquisition.

(P)
Reflects the estimated amortization of the identifiable intangible assets, based on the preliminary valuation and estimated useful lives as per (F) above.

(Q)
Reflects the estimated additional depreciation as a result of increasing the value of Andrew's property, plant and equipment to estimated fair value. The adjustment assumes an 8-year average life for the assets that were revalued. The allocation among income statement line items is based on Andrew's current classification of depreciation expense.

(R)
To reflect the reversal of the amortization of identifiable intangible assets as previously recorded by Andrew that are eliminated per (E) above.

(S)
No adjustment has been recorded to reverse the goodwill impairment charge recorded by Andrew during the six months ended June 30, 2007.

(T)
Represents the reversal of all of the interest expense recognized by Andrew and the portion of interest expense recognized by CommScope that relates to the senior secured credit facility. This debt is assumed to be repaid (or converted in the case of Andrew's 3.25% convertible notes) in conjunction with the merger.

(U)
Represents the estimate of interest expense (including amortization of deferred financing fees), associated with the debt assumed to be incurred to fund the acquisition as per (J) above, using the average LIBOR rate for the respective period, increased by 275 basis points, the maximum amount per the terms of the debt commitments. The effect of a 12.5 basis point increase in interest rates would be a $1.5 million increase in pre-tax interest expense for the six months ended June 30, 2007 and $3.0 million for the year ended December 31, 2006.

(V)
Reflects the reversal of interest income recognized by CommScope and Andrew related to the cash assumed to be used to fund the acquisition as per (A) above.

(W)
Reflects the income tax impact of the pro forma adjustments at CommScope's combined federal and state estimated marginal income tax rate of 37%.

NOTE 4: USE OF COMMSCOPE COMMON STOCK TO PAY STUB PORTION OF MERGER CONSIDERATION

        At CommScope's option, CommScope may pay up to $1.50 per Andrew share of the purchase price with its common stock, which would decrease, by up to $1.50 per share, the amount of cash to be included in the merger consideration and increase CommScope's common stock outstanding by an amount equal to the cash consideration foregone divided by the value of the shares. Per the merger agreement, the value per share is to be determined based on the volume weighted average closing price of a share of CommScope common stock over the ten trading day period ending two trading days prior to the day on which the merger becomes effective. If CommScope were to utilize common stock to pay the entire stub portion of the merger consideration, the effect would be a $265.2 million decrease in

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borrowings under CommScope's credit facility and an equivalent increase in equity. This would cause a decrease in interest expense. The table below summarizes the impact on pro forma net income (loss) and pro forma net income (loss) per share, assuming dilution, for the year ended December 31, 2006 and the six months ended June 30, 2007, with a sensitivity analysis providing for a 20% increase or decrease in the price per share of CommScope common stock, if CommScope were to decrease the amount of cash paid per share by $1.50, based on a $52.62 price per share of CommScope common stock (the closing price on September 21, 2007).

 
   Year Ended
December 31, 2006
   Six Months Ended
June 30, 2007
  
Pro forma net income (loss)   $ (58,190 ) $ (68,347 )
Add: Decrease in interest expense, net of tax     13,264     6,689  
   
 
 
Adjusted pro forma net income (loss)     (44,927 )   (61,658 )
   
 
 
Adjusted pro forma net income (loss) per share, assuming CommScope stock price of $42.10 per share   $ (0.69 ) $ (0.92 )
Adjusted pro forma net income (loss) per share, assuming CommScope stock price of $52.62 per share   $ (0.71 ) $ (0.94 )
Adjusted pro forma net income (loss) per share, assuming CommScope stock price of $63.14 per share   $ (0.72 ) $ (0.95 )

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COMPARISON OF RIGHTS OF STOCKHOLDERS OF
COMMSCOPE AND STOCKHOLDERS OF ANDREW

        The rights of Andrew stockholders are governed by Andrew's restated certificate of incorporation, by-laws, as amended, and the DGCL. The rights of CommScope's stockholders are governed by CommScope's amended and restated certificate of incorporation, amended and restated by-laws, and the DGCL. CommScope's common stock is quoted on the New York Stock Exchange under the symbol "CTV". When the merger is complete, Andrew's stockholders may become stockholders of CommScope. As a result, the rights and obligations of the former Andrew stockholders will be governed by CommScope's articles of incorporation and by-laws, as well as by the DGCL.

        This section describes certain differences between the rights of holders of Andrew common stock and the rights of holders of CommScope common stock. However, this is only a summary of material provisions and is not intended to be a complete discussion of the respective rights of Andrew and CommScope stockholders and is qualified in its entirety by reference to the DGCL and the various documents of Andrew and CommScope that we refer to in this summary. You should carefully read this entire proxy statement/prospectus and the other documents we refer to for a more complete understanding of the differences between being a stockholder of Andrew and being a stockholder of CommScope.

COMMSCOPE

   ANDREW

 
 
 
Stockholder Meetings

    
 
 
Delaware law and the CommScope by-laws require that stockholders be provided prior written or printed notice no more than 60 days nor less than 10 days prior to the date of any meeting of stockholders. CommScope's by-laws do not require any additional notice period beyond what is required under Delaware law prior to a meeting in the case of a proposal for merger or consolidation or sale, lease or exchange of all or substantially all of the property and assets of CommScope.   Delaware law and the Andrew by-laws require that stockholders be provided prior written or printed notice no more than 60 days nor less than 10 days prior to the date of any meeting of stockholders, or no more than 60 days nor less than 20 days prior to a meeting in the case of a proposal for merger or consolidation or sale, lease or exchange of all or substantially all of the property and assets of Andrew.
        
Right to Call Special Meetings

    
 
 
Under Delaware law, a special meeting of the stockholders may be called by the Board of Directors or by such person or persons as may be authorized by the certificate of incorporation or the by-laws. The CommScope by-laws authorize special meetings of the stockholders to be called by the board of directors, the Chairman of the board of directors, or the president of CommScope and shall be called by the secretary of CommScope upon the request in writing of a stockholder or stockholders holding at least a majority of the voting power of the issued and outstanding shares of capital stock of CommScope entitled to vote at such meeting.   Under Delaware law, a special meeting of the stockholders may be called by the Board of Directors or by such person or persons as may be authorized by the certificate of incorporation or the by-laws. The Andrew certificate of incorporation and by-laws authorize special meetings of the stockholders to be called only by the board of directors pursuant to a resolution approved by a majority of the entire board of directors.

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COMMSCOPE

   ANDREW

 
 
 
Actions by Written Consent of Stockholders

    
 
 
Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation, stockholders may act by written consent in lieu of a meeting provided the written consent is signed by the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present. The CommScope certificate of incorporation and by-laws do not limit the ability of CommScope stockholders to act pursuant to written consent of the stockholders as authorized by Delaware Law.   Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation, stockholders may act by written consent in lieu of a meeting provided the written consent is signed by the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present. However, the Andrew certificate of incorporation provides that any action required or permitted to be taken by the Andrew stockholders must be taken at a duly called annual or special meeting of stockholders and may not be effected by written consent of the stockholders.

Rights of Dissenting Stockholders

    
 
 
Under Delaware law, appraisal rights are available in connection with certain statutory mergers or consolidations in which the corporation is a constituent corporation, or if such rights are otherwise provided in the corporation's certificate of incorporation. Appraisal rights are not available under Delaware law, however, if the corporation's stock is (i) listed on a national securities exchange or designated on the Nasdaq Global Market, or (ii) held of record by more than 2,000 stockholders; provided, that if the merger or consolidation requires stockholders to exchange their stock for anything other than: (a) shares of the surviving corporation; (b) shares of another corporation that will be listed on national securities exchange; (c) cash in lieu of fractional shares of any such corporation; or (d) any combination of such shares and cash in lieu of fractional shares, then appraisal rights will be available. The CommScope certificate does not grant any other appraisal rights. Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions and requirements as set forth in the DGCL in order to maintain such rights and obtain such payment.   Under Delaware law, appraisal rights are available in connection with certain statutory mergers or consolidations in which the corporation is a constituent corporation, or if such rights are otherwise provided in the corporation's certificate of incorporation. Appraisal rights are not available under Delaware law, however, if the corporation's stock is (i) listed on a national securities exchange or designated on the Nasdaq Global Market, or (ii) held of record by more than 2,000 stockholders; provided, that if the merger or consolidation requires stockholders to exchange their stock for anything other than: (a) shares of the surviving corporation; (b) shares of another corporation that will be listed on national securities exchange; (c) cash in lieu of fractional shares of any such corporation; or (d) any combination of such shares and cash in lieu of fractional shares, then appraisal rights will be available. The Andrew certificate does not grant any other appraisal rights. Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions and requirements as set forth in the DGCL in order to maintain such rights and obtain such payment.

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COMMSCOPE

   ANDREW

 
 
 

Board of Directors

    
 
 
Delaware law states that the board of directors shall consist of one or more members with the number of directors to be fixed as provided in the by-laws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. The CommScope certificate of incorporation provides that the board consists of not less than three directors. The terms of the directors of CommScope are staggered with each director holding office for three years. The CommScope certificate of incorporation states that, subject to the rights of holders of preferred stock, any director or the entire board of directors may be removed, but only for cause, by the holders of a majority of the shares then entitled to vote generally in an election of directors.   Delaware law states that the board of directors shall consist of one or more members with the number of directors to be fixed as provided in the by-laws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. The Andrew certificate of incorporation provides that the board consists of not less than six and not more than thirteen directors, with each director holding office until the next annual meeting of stockholders after his election or until his successor is elected and qualified or until his earlier resignation or removal. Except in the case of a classified board, Delaware law, the Andrew certificate of incorporation and Andrew by-laws state that any director, or the entire board of directors, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote generally in an election of directors. Andrew's by-laws specify that the affirmative vote of a majority of shares present at the annual meeting is required to elect each director.

Filling Vacancies on the Board of Directors

    
 
 
CommScope's certificate of incorporation specifies that subject to the rights of holders of preferred stock, vacancies on the board of directors shall be filled only by a majority of the directors then in office, even if less than a quorum is then in office, or by the sole remaining director, and shall not be filled by stockholders. Further, if, at the time of filling any vacancy, the directors then in office shall constitute less than a majority of the whole board, the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.   Delaware law and the Andrew certificate of incorporation and by-laws provides that vacancies may be filled by a majority of the directors then in office, even if less than a quorum is then in office, or by a sole remaining director, and directors so chosen shall hold office until the next annual meeting of stockholders. Further, if, at the time of filling any vacancy, the directors then in office shall constitute less than a majority of the whole board, the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

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COMMSCOPE

   ANDREW

 
 
 

Amendments to By-laws and Articles

    
 
 
Delaware law requires a vote of the corporation's board of directors followed by the affirmative vote of a majority of the outstanding stock entitled to vote for any amendment to the certificate of incorporation, unless a greater level of approval, or a class vote, is required by the certificate of incorporation. Further, Delaware law states that if an amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of shares of such class or alter or change the powers, preferences or special rights of a particular class or series of stock so as to affect them adversely, the class or series shall be given the power to vote as a class notwithstanding the absence of any specifically enumerated power in the certificate of incorporation. Delaware law states that the power to adopt, amend or repeal the by-laws of a corporation shall be in the stockholders entitled to vote, provided that the corporation in its certificate of incorporation may confer such power on the board of directors in addition to the stockholders. The CommScope certificate of incorporation expressly authorizes the board of directors to make, alter, amend, or repeal the by-laws of CommScope. The by-laws of CommScope may also be adopted, repealed, altered, amended or rescinded by the affirmative vote of the holders of at least a majority of the voting power of all the issued and outstanding shares of capital stock of CommScope entitled to vote on such a measure.   Delaware law requires a vote of the corporation's board of directors followed by the affirmative vote of a majority of the outstanding stock entitled to vote for any amendment to the certificate of incorporation, unless a greater level of approval, or a class vote, is required by the certificate of incorporation. Further, Delaware law states that if an amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of shares of such class or alter or change the powers, preferences or special rights of a particular class or series of stock so as to affect them adversely, the class or series shall be given the power to vote as a class notwithstanding the absence of any specifically enumerated power in the certificate of incorporation. Delaware law states that the power to adopt, amend or repeal the by-laws of a corporation shall be in the stockholders entitled to vote, provided that the corporation in its certificate of incorporation may confer such power on the board of directors in addition to the stockholders. The Andrew certificate expressly authorizes the board of directors to make, alter, amend, or repeal the by-laws of Andrew except so far as the by-laws adopted by the stockholders otherwise provide.

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COMMSCOPE

   ANDREW

 
 
 

Indemnification of Directors, Officers and Employees

    
 
 
Although indemnification is permissive in Delaware, a corporation may, through its certificate of incorporation, by-laws or other intracorporate agreements, make indemnification mandatory. Pursuant to this authority, the CommScope certificate of incorporation and by-laws provide that CommScope shall indemnify its officers and directors to the fullest extent permitted under Delaware law. In addition, CommScope has entered into indemnification agreements with each of its executive officers and directors.   Although indemnification is permissive in Delaware, a corporation may, through its certificate of incorporation, by-laws or other intracorporate agreements, make indemnification mandatory. Pursuant to this authority, the Andrew certificate of incorporation provides that Andrew shall indemnify its officers and directors to the fullest extent permitted under Delaware law. In addition, Andrew has entered into indemnification agreements with each of its executive officers and directors.

Liabilities of Directors

    
 
 
Under Delaware law, a certificate of incorporation may contain a provision limiting or eliminating a director's personal liability to the corporation or its stockholders for monetary damages for a director's breach of fiduciary duty subject to certain limitations. The CommScope certificate of incorporation provides that, to the fullest extent permitted under Delaware law, a CommScope director shall not be personally liable to CommScope or its stockholders for damages for any breach of fiduciary duty as a director.   Under Delaware law, a certificate of incorporation may contain a provision limiting or eliminating a director's personal liability to the corporation or its stockholders for monetary damages for a director's breach of fiduciary duty subject to certain limitations. The Andrew certificate provides that a director shall not be personally liable to Andrew or its stockholders for monetary damages for a breach of fiduciary duty as a director, unless the liability relates to:
 
  
    
  

 
 
 
 
 

 
 
 
•
a breach of the director's duty of loyalty to Andrew or its stockholders;

 
 
 
•
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

 
 
 
•
liability for unlawful payment of dividend or unlawful stock purchase or redemption; or

 
 
 
•
transactions where the director gained an improper personal benefit.

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COMMSCOPE

   ANDREW

 
 
 
 
 

Stockholder Approval of Merger

    
 
 
 
 

In order to effect a merger under Delaware law, a corporation's board of directors must approve and adopt an agreement of merger and recommend it to the stockholders. The agreement must be adopted by holders of a majority of the outstanding shares of the corporation entitled to vote thereon unless the certificate of incorporation requires a greater vote. CommScope's certificate of incorporation does not discuss stockholder approval of a merger.
 
In order to effect a merger under Delaware law, a corporation's board of directors must approve and adopt an agreement of merger and recommend it to the stockholders. The agreement must be adopted by holders of a majority of the outstanding shares of the corporation entitled to vote thereon unless the certificate of incorporation requires a greater vote. Andrew's certificate of incorporation does not discuss stockholder approval of a merger.

Business Combinations, Control Share Acquisitions and Anti-Takeover Provisions

    
 
 
 
 

Delaware law prohibits, in certain circumstances, a "business combination" between the corporation and an "interested stockholder" within three years of the stockholder becoming an "interested stockholder." An "interested stockholder" is a holder who, directly or indirectly, controls 15% or more of the outstanding voting stock or is an affiliate of the corporation and was the owner of 15% or more of the outstanding voting stock at any time within the prior three-year period. A "business combination" includes a merger or consolidation, a sale or other disposition of assets having an aggregate market value equal to 10% or more of the consolidated assets of the corporation or the aggregate market value of the outstanding stock of the corporation and certain transactions that would increase the interested stockholder's proportionate share ownership in the corporation. This provision does not apply where:
 
Delaware law prohibits, in certain circumstances, a "business combination" between the corporation and an "interested stockholder" within three years of the stockholder becoming an "interested stockholder." An "interested stockholder" is a holder who, directly or indirectly, controls 15% or more of the outstanding voting stock or is an affiliate of the corporation and was the owner of 15% or more of the outstanding voting stock at any time within the prior three-year period. A "business combination" includes a merger or consolidation, a sale or other disposition of assets having an aggregate market value equal to 10% or more of the consolidated assets of the corporation or the aggregate market value of the outstanding stock of the corporation and certain transactions that would increase the interested stockholder's proportionate share ownership in the corporation. This provision does not apply where:

•
either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the corporation's board of directors prior to the date the interested stockholder acquired such 15% interest;
 
•
either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the corporation's board of directors prior to the date the interested stockholder acquired such 15% interest;

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•
upon the completion of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation excluding for the purposes of the corporation excluding for the purposes of determining the number of shares outstanding shares held by persons who are directors and also officers and by employee stock plans in which participants do not have the right to determine confidentially whether the shares held subject to the plan will be tendered;
 
•
upon the completion of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation excluding for the purposes of the corporation excluding for the purposes of determining the number of shares outstanding shares held by persons who are directors and also officers and by employee stock plans in which participants do not have the right to determine confidentially whether the shares held subject to the plan will be tendered;

•
the business combination is approved by a majority of the board of directors and the affirmative vote of two-thirds of the outstanding votes entitled to be cast by disinterested stockholders at an annual or special meeting;
 
•
the business combination is approved by a majority of the board of directors and the affirmative vote of two-thirds of the outstanding votes entitled to be cast by disinterested stockholders at an annual or special meeting;

•
the corporation does not have a class of voting stock that is listed on a national securities exchange, authorized for quotation on an inter-dealer quotation system of a registered national securities association, or held of record by more than 2,000 stockholders unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder;
 
•
the corporation does not have a class of voting stock that is listed on a national securities exchange, authorized for quotation on an inter-dealer quotation system of a registered national securities association, or held of record by more than 2,000 stockholders unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder;

•
the stockholder acquires a 15% interest inadvertently and divests itself of such ownership and would not have been a 15% stockholder in the preceding 3 years but for the inadvertent acquisition of ownership;
 
•
the stockholder acquires a 15% interest inadvertently and divests itself of such ownership and would not have been a 15% stockholder in the preceding 3 years but for the inadvertent acquisition of ownership;

•
the stockholder acquired the 15% interest when these restrictions did not apply; or which participants do not have the right to determine confidentially whether the shares held subject to the plan will be tendered; or
 
•
the stockholder acquired the 15% interest when these restrictions did not apply; or which participants do not have the right to determine confidentially whether the shares held subject to the plan will be tendered; or

•
the corporation has opted out of this provision. CommScope has not expressly opted out of this provision in its certificate of incorporation.
 
•
the corporation has opted out of this provision. Andrew has not expressly opted out of this provision in its certificate of incorporation.

125

COMMSCOPE

   ANDREW

 
 
 

Preemptive Rights

    
 
 
Unless the certificate of incorporation provides otherwise, under Delaware law, stockholders of a corporation have no preemptive rights. CommScope's certificate of incorporation does not provide for preemptive rights.   Unless the certificate of incorporation provides otherwise, under Delaware law, stockholders of a corporation have no preemptive rights. Andrew's certificate of incorporation does not provide for preemptive rights.

    
 
 
Advance Notice Requirements of Stockholder Proposals

    
 
 
For a stockholder proposal, including a proposal for a nomination of a director, to be properly made at an annual meeting, CommScope's by-laws require that the stockholder give timely notice in writing. To be timely, a stockholder's notice must be delivered or mailed to and received at the principal business offices of CommScope not less than 60 days and not more than 90 days prior to the date of the annual meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever occurred first.   For a stockholder proposal, including a proposal for a nomination of a director, to be properly made at an annual meeting, Andrew's by-laws require that the stockholder give timely notice in writing. To be timely, a stockholder's notice must be delivered or mailed to and received at the principal business offices of Andrew at least 90 days in advance of the anniversary of the prior year's annual meeting with respect to business to be transacted or an election to be held at an annual meeting of the stockholders, or within 10 days following the notice of a special meeting.

    
 
 

Inspection of Corporate Documents

    
 
 
Under Delaware law, a stockholder's right to inspect the corporate books is fixed by statute. Section 220(b) of the DGCL provides that any stockholder, in person or by attorney or other agent, shall, upon written demand, have the right to inspect the corporation's stock ledger, a list of its stockholders, and its other books and records. CommScope's by-laws do not modify the Delaware provisions.   Under Delaware law, a stockholder's right to inspect the corporate books is fixed by statute. Section 220(b) of the DGCL provides that any stockholder, in person or by attorney or other agent, shall, upon written demand, have the right to inspect the corporation's stock ledger, a list of its stockholders, and its other books and records. Andrew's by-laws do not modify the Delaware provisions.

    
 
 

Classes of Stock

    
 
 
The authorized capital stock of CommScope consists of 300,000,000 shares of common stock, par value $.01 per share and 20,000,000 shares of preferred stock, par value $.01 per share.   The authorized capital stock of Andrew consists of 400,000,000 shares of common stock, par value $.01 and 1,000,000 shares of Series A 7.75% convertible preferred stock, no par value.

126


LEGAL MATTERS

        The validity of the CommScope common stock to be issued in the merger has been passed upon for CommScope by Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to CommScope.


EXPERTS

        The consolidated financial statements, the related financial statement schedule, and management's report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference in this registration statement from the CommScope, Inc. Annual Report on Form 10-K for the year ended December 31, 2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, (which reports (1) express an unqualified opinion on the financial statements and financial statement schedule and include explanatory paragraphs referring to the adoption of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" and Statement of Financial Accounting Standards No. 158, "Accounting for Defined Benefit Pension and Other Postretirement Plans," (2) express an unqualified opinion on management's assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting) and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements and schedule of Andrew Corporation appearing in Andrew Corporation's Annual Report on Form 10-K for the year ended September 30, 2006, and Andrew Corporation management's assessment of the effectiveness of internal control over financial reporting as of September 30, 2006 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference in this proxy statement/prospectus. Andrew's financial statements and schedule and management's assessment are incorporated herein by reference in reliance upon such reports, given on the authority of such firm as experts in accounting and auditing.


FUTURE ANDREW STOCKHOLDER PROPOSALS

        Andrew will hold a 2008 annual meeting of stockholders only if the merger is not completed. Any proposal of a stockholder of Andrew that is intended to be presented by such stockholder at Andrew's 2008 annual meeting of stockholders (if it is held) must be received by Andrew no later than August 31, 2007, in order for such proposal to be considered for inclusion in Andrew's proxy statement and form of proxy relating to such meeting.


WHERE YOU CAN FIND MORE INFORMATION

        CommScope and Andrew each file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that the companies file at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. CommScope's and Andrew's public filings are also available to the public from commercial document retrieval services and at the Internet web site maintained by the SEC at http://www.sec.gov. Reports, proxy statements and other information concerning CommScope also may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Reports, proxy statements and other information concerning Andrew also may be inspected at the offices of the National Association of Securities Dealers, Inc., Listing Section, 1735 K Street, Washington, D.C. 20006.

        CommScope has filed a Form S-4 registration statement to register with the SEC the offering and sale of the shares of CommScope common stock to be issued to Andrew stockholders in the merger.

127


This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of CommScope and a proxy statement of Andrew for the special meeting.

        As allowed by SEC rules, this proxy statement/prospectus, including the attached annexes, does not contain all the information that stockholders can find in the registration statement or the exhibits to the registration statement.

        The SEC allows CommScope and Andrew to incorporate information into this proxy statement/prospectus "by reference," which means that the companies can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement/prospectus, except for any information superseded by information contained directly in this proxy statement/prospectus. This proxy statement/prospectus incorporates by reference the documents that CommScope and Andrew have previously filed with the SEC. These documents contain important information about the companies and their financial condition.

CommScope Filings (File No. 001-12929):

Andrew Filings (File No. 001-14617):

        CommScope and Andrew also hereby incorporate by reference all additional documents that CommScope or Andrew may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 between the date of this proxy statement/prospectus and the date of the special meeting. These include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

        CommScope has supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to CommScope or DJRoss, Inc. and Andrew has supplied all information relating to Andrew.

        If you are a stockholder, you may have received some of the documents incorporated by reference. You may also obtain any of those documents from the appropriate company or the SEC or the SEC's

128


Internet web site described above. Documents incorporated by reference in this proxy statement/prospectus are available from the appropriate company without charge, excluding all exhibits unless specifically incorporated by reference in such documents. Stockholders may obtain documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses:

CommScope, Inc.
Attn: Investor Relations
1100 CommScope Place, S.E.
P.O. Box 339
Hickory, North Carolina 28602
Telephone: (828) 324-2200
E-mail: investor.relations@CommScope.com

Andrew Corporation
Attn: Investor Relations
3 Westbrook Corporate Center
Suite 900
Westchester, Illinois 60154
Telephone: (800) 232-6767
E-mail: investor.relations@andrew.com

Or

Morrow & Co., Inc.
470 West Avenue
Stamford, Connecticut 06902
Call Toll-Free (800) 607-0088
E-mail: Andrew.info@morrowco.com

        If you would like to request documents, please do so by    •    , 2007, which is five days before the special meeting, to receive them before the special meeting. If you request any information that is incorporated by reference into this proxy statement/prospectus, the appropriate company will respond to your request within one business day of receipt of your request, the requested documents by first class mail, or other equally prompt means.

        You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus to vote your shares at the special meeting. We have not authorized anyone to provide you with information that differs from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated     •    , 2007. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date, and neither the mailing of this proxy statement/prospectus to Andrew stockholders nor the issuance of shares of CommScope common stock in the merger shall create any implication to the contrary.

        CommScope, the CommScope logos and all other CommScope product and service names are registered trademarks or trademarks of CommScope, Inc. in the United States and in other select countries. Andrew, the Andrew logos and all other Andrew product and service names are registered trademarks or trademarks of Andrew Corporation in the United States and in other select countries. "®" and "tm" indicate U.S. registration and U.S. trademark, respectively. Other third party logos and product/trade names are registered trademarks or trade names of their respective companies.

129

ANNEX A


AGREEMENT AND PLAN OF MERGER

BY AND AMONG

COMMSCOPE, INC.,

DJROSS, INC.

AND

ANDREW CORPORATION

DATED AS OF JUNE 26, 2007


TABLE OF CONTENTS

Clause
   Subject
   Page
Article I   The Merger   A-1
  1.1   The Merger   A-1
  1.2   Closing   A-1
  1.3   Effective Time   A-1
  1.4   Effects of the Merger   A-2
  1.5   Organizational Documents of the Surviving Corporation   A-2
  1.6   Directors and Officers of the Surviving Corporation   A-2
  1.7   Alternative Structure   A-2
Article II   Effects of the Merger; Exchange of Certificates   A-2
  2.1   Effect on Capital Stock   A-2
  2.2   Exchange of Shares and Certificates   A-6
Article III   Representations and Warranties of Parent and Merger Sub   A-8
  3.1   Corporate Organization   A-8
  3.2   Capital Structure   A-9
  3.3   Authority; Board Approval; Voting Requirements; No Conflict; Required Filings and Consents   A-11
  3.4   SEC Documents; Financial Statements   A-12
  3.5   Information Supplied   A-14
  3.6   Absence of Certain Changes or Events   A-14
  3.7   Compliance with Applicable Laws; Permits; Litigation   A-15
  3.8   State Takeover Statutes   A-15
  3.9   Brokers   A-15
  3.10   Ownership of Andrew Common Stock   A-15
  3.11   Financing   A-15
Article IV   Representations and Warranties of Andrew   A-16
  4.1   Corporate Organization   A-16
  4.2   Capital Structure   A-16
  4.3   Authority; Board Approval; Voting Requirements; No Conflict; Required Filings and Consents   A-18
  4.4   SEC Documents; Financial Statements   A-20
  4.5   Information Supplied   A-21
  4.6   Absence of Certain Changes or Events   A-22
  4.7   Compliance with Applicable Laws; Permits; Litigation   A-22
  4.8   Employees   A-23
  4.9   Benefit Plans   A-23
  4.10   Taxes   A-25
  4.11   Environmental Matters   A-26
  4.12   Intellectual Property   A-27
  4.13   State Takeover Statutes   A-28
  4.14   Brokers   A-28
  4.15   Opinion of Financial Advisor   A-28
  4.16   Ownership of Parent Common Stock   A-28
  4.17   Material Contracts   A-28
  4.18   Interested Party Transactions   A-29
  4.19   Internal Controls and Disclosure Controls   A-29
  4.20   Real Property   A-30
         

A-i

Article V   Covenants Relating to Conduct of Business   A-30
  5.1   Conduct of Business   A-30
  5.2   Solicitation   A-34
  5.3   Board of Directors Recommendation   A-36
  5.4   Control of Other Party's Business   A-37
Article VI   Additional Agreements   A-37
  6.1   Preparation of SEC Documents; Stockholders' Meeting   A-37
  6.2   Access to Information; Confidentiality   A-39
  6.3   Commercially Reasonable Efforts   A-40
  6.4   Indemnification and Insurance   A-41
  6.5   Fees and Expenses   A-42
  6.6   Announcements   A-42
  6.7   Listing   A-43
  6.8   Conveyance Taxes   A-43
  6.9   Employee Benefits   A-43
  6.10   Consents of Accountants   A-44
  6.11   Financing   A-45
  6.12   Affiliate Legends   A-46
  6.13   Notification of Certain Matters   A-46
  6.14   Section 16 Matters   A-46
  6.15   State Takeover Laws   A-47
  6.16   Reservation of Parent Common Stock   A-47
  6.17   Further Assurances   A-47
  6.18   Stockholder Litigation   A-47
Article VII   Conditions Precedent   A-48
  7.1   Conditions to Each Party's Obligation to Effect The Merger   A-48
  7.2   Conditions to Obligations of Parent and Merger Sub   A-49
  7.3   Conditions to Obligations of Andrew   A-49
Article VIII   Termination, Amendment and Waiver   A-50
  8.1   Termination   A-50
  8.2   Effect of Termination   A-51
  8.3   Payments   A-51
  8.4   Amendment   A-53
  8.5   Extension; Waiver   A-53
Article IX   General Provisions   A-53
  9.1   Nonsurvival of Representations and Warranties   A-53
  9.2   Notices   A-53
  9.3   Interpretation   A-54
  9.4   Knowledge   A-54
  9.5   Disclosure Letters   A-54
  9.6   Counterparts   A-55
  9.7   Entire Agreement; No Third-Party Beneficiaries   A-55
  9.8   Governing Law   A-55
  9.9   Assignment   A-55
  9.10   Consent to Jurisdiction   A-55
  9.11   Headings, etc   A-55
  9.12   Severability   A-55
  9.13   Failure or Indulgence Not a Waiver; Remedies Cumulative   A-55
  9.14   Waiver of Jury Trial   A-56
  9.15   Specific Performance   A-56

A-ii


Defined Terms

 
   Page
Acquisition   A-51
Affiliate   A-14
Agreement   A-1
Alternative Transaction   A-34
Alternative Transaction Proposal   A-34
Andrew   A-1
Andrew Balance Sheet   A-21
Andrew Benefit Plans   A-24
Andrew By-Laws   A-16
Andrew Charter   A-16
Andrew Common Stock   A-2
Andrew Disclosure Letter   A-54
Andrew Domestic Benefit Plan   A-24
Andrew ERISA Affiliate   A-24
Andrew Foreign Benefit Plan   A-25
Andrew Indenture   A-5
Andrew Material Contract   A-28
Andrew Notes   A-5
Andrew Option   A-3
Andrew Organizational Documents   A-16
Andrew Permits   A-22
Andrew Preferred Stock   A-16
Andrew SEC Documents   A-20
Andrew Stock Plans   A-17
Andrew Stockholder Approval   A-19
Andrew Stockholders' Meeting   A-38
Andrew Warrant   A-5
Applicable Law   A-15
Applicable Laws   A-15
Average Parent Common Stock Price   A-3
Cash Merger Consideration   A-3
CERCLA   A-26
Certificate of Merger   A-1
Certificates   A-6
Change of Recommendation   A-36
Closing   A-1
Closing Date   A-1
Code   A-4
CommScope NC   A-8
Confidentiality Agreements   A-36
Continuation Period   A-43
Continuing Employees   A-43
Contract   A-28
Debt Financing   A-45
DGCL   A-1
Dissenting Shares   A-5
Effective Time   A-2
     

A-iii

Election Merger Consideration   A-3
ERISA   A-24
Exchange Act   A-11
Exchange Agent   A-6
Exchange Fund   A-6
Exchange Ratio   A-3
Existing Benefits Commitments   A-33
Financing Commitments   A-16
Form S-4   A-12
GAAP   A-8
Governmental Entity   A-12
HSR Act   A-12
Indemnified Party   A-41
Intellectual Property   A-27
IRS   A-24
Knowledge   A-54
Lease   A-30
Leased Real Property   A-30
Lien   A-30
Liens   A-9
Material Adverse Change   A-8
Material Adverse Effect   A-8
Maximum Premium   A-42
Merger   A-1
Merger Consideration   A-3
Merger Sub   A-1
NASDAQ   A-18
NYSE   A-11
Option Exchange Ratio   A-4
Outside Date   A-50
Owned Real Property   A-30
Parent   A-1
Parent Balance Sheet   A-14
Parent By-Laws   A-9
Parent Charter   A-9
Parent Common Stock   A-3
Parent Disclosure Letter   A-54
Parent Notes   A-9
Parent Options   A-9
Parent Organizational Documents   A-9
Parent Permits   A-15
Parent Preferred Stock   A-9
Parent SEC Documents   A-13
Parent Share Issuance   A-11
Parent Stock Plans   A-9
Permitted Lien   A-30
Person   A-54
Proxy Statement   A-19
Real Property   A-30
Regulatory Agencies   A-12
     

A-iv

Rule 145 Affiliates   A-46
Sarbanes-Oxley Act   A-13
SEC   A-8
Secretary of State   A-1
Securities Act   A-12
Subsidiary   A-10
Substantial Investment   A-10
Superior Proposal   A-34
Surviving Corporation   A-1
Tax   A-25
Tax Return   A-26
Taxes   A-25
Termination Fee   A-52
Voting Debt   A-9
Welfare Plan   A-24

A-v


AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of June 26, 2007, by and among CommScope, Inc., a Delaware corporation ("Parent"), DJRoss, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Andrew Corporation, a Delaware corporation ("Andrew").


WITNESSETH:

        WHEREAS, the respective Boards of Directors of Parent, Merger Sub and Andrew have deemed it advisable and in the best interests of their respective corporations and stockholders that Parent and Andrew enter into a business combination transaction;

        WHEREAS, in furtherance thereof, the Board of Directors of each of Parent, Merger Sub and Andrew have approved this Agreement and the merger of Merger Sub with and into Andrew (the "Merger") so that Andrew continues as the surviving corporation in the Merger (sometimes referred to in such capacity as the "Surviving Corporation"), upon the terms of and subject to the conditions set forth in this Agreement and in accordance with the provisions of the Delaware General Corporation Law (the "DGCL");

        WHEREAS, the Board of Directors of Andrew has determined to recommend to its stockholders the approval and adoption of this Agreement and the Merger;

        WHEREAS, the sole stockholder of Merger Sub has approved this Agreement and the Merger, and

        WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

        NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


Article I
The Merger

        1.1    The Merger.    Upon the terms of and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into Andrew, the separate corporate existence of Merger Sub shall cease and Andrew shall continue as the Surviving Corporation in the Merger and shall succeed to and assume all the property, rights, privileges, powers and franchises of Merger Sub in accordance with the DGCL.

        1.2    Closing.    The closing of the Merger (the "Closing") shall take place at 10:00 a.m., Eastern Time, on the third business day after satisfaction or waiver of all of the conditions set forth in Article VII (other than delivery of items to be delivered at the Closing and other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), but in any event no earlier than August 10, 2007, at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is referred to herein as the "Closing Date."

        1.3    Effective Time.    Upon the terms of and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger executed in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") with the Secretary of State of the State of Delaware (the "Secretary of State") and shall

A-1


make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State, or at such subsequent date or time as Andrew and Parent shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective as set forth in the Certificate of Merger is referred to herein as the "Effective Time."

        1.4    Effects of the Merger.    At the Effective Time, the Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of Andrew and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Andrew and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

        1.5    Organizational Documents of the Surviving Corporation.    At the Effective Time, and subject to compliance with Section 6.4(a), the Andrew Charter (as defined in Section 4.1(b)) shall be amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub in the form attached as Exhibit A hereto, and such amended Andrew Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that, at the Effective Time, Article 1 of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Andrew Corporation." After the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of 1,000 shares of common stock, par value $0.01 per share. At the Effective Time, the Andrew By-Laws (as defined in Section 4.1(b)) shall be amended and restated in their entirety to be identical to the By-Laws of Merger Sub, as in effect immediately prior to the Effective Time, in the form attached as Exhibit B hereto, and such By-Laws shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such By-Laws.

        1.6    Directors and Officers of the Surviving Corporation.    The directors of the Merger Sub shall, from and after the Effective Time, be the directors of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. The officers of the Merger Sub shall, from and after the Effective Time, be the officers of the Surviving Corporation until their respective successors are duly appointed.

        1.7    Alternative Structure.    Parent and Andrew may mutually agree to revise the structure of the Merger provided for herein at any time prior to receipt of the Andrew Stockholder Approval (as defined in Section 4.3(c)), or at any time thereafter if, with appropriate disclosure, any required further approval of the revised structure is obtained from the stockholders of Andrew.


Article II
Effects of the Merger; Exchange of Certificates

        2.1    Effect on Capital Stock.    Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Andrew or the holders of any shares of common stock, par value $0.01 per share, of Andrew (the "Andrew Common Stock"):

A-2

A-3

A-4

A-5

        2.2    Exchange of Shares and Certificates.    

A-6

A-7


Article III
Representations and Warranties of Parent and Merger Sub

        Except as disclosed in (x) a Parent SEC Document (as defined in Section 3.4(a)), but excluding any risk factor disclosure contained in any such Parent SEC Document under the heading "Risk Factors" or "Forward-Looking Information," or (y) the Parent Disclosure Letter (as defined in Section 9.5), Parent and Merger Sub jointly and severally represent and warrant to Andrew as follows:

        3.1    Corporate Organization.    

A-8

        3.2    Capital Structure.    

A-9

A-10

        3.3    Authority; Board Approval; Voting Requirements; No Conflict; Required Filings and Consents.    

A-11

        3.4    SEC Documents; Financial Statements.    

A-12

A-13

        3.5    Information Supplied.    None of the information supplied or to be supplied by or on behalf of Parent, Merger Sub or any of their respective Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to Andrew's shareholders or at the time of the Andrew Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent with respect to information or statements with respect to Andrew or its Subsidiaries made or incorporated by reference therein or otherwise supplied by or on behalf of Andrew for inclusion or incorporation by reference in the Proxy Statement or the Form S-4.

        3.6    Absence of Certain Changes or Events.    

A-14

        3.7    Compliance with Applicable Laws; Permits; Litigation.    

        3.8    State Takeover Statutes.    To the Knowledge of Parent, other than Section 203 of the DGCL, no state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

        3.9    Brokers.    Except for fees payable to Banc of America Securities LLC and Duff & Phelps, LLC, no broker, investment banker, financial advisor or other Person, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

        3.10    Ownership of Andrew Common Stock.    None of Parent, Merger Sub, their respective Subsidiaries, nor the executive officers or directors of Parent or Merger Sub nor, to the Knowledge of Parent without independent investigation, any of their respective Affiliates beneficially owns (as defined in Rule 13d-3 under the Exchange Act) directly, or is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, shares of capital stock of Andrew.

        3.11    Financing.    Parent has delivered to Andrew a true and complete copy of each of the commitment letters, dated as of the date of this Agreement, between Parent and each of Bank of

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America, N.A. and Wachovia Bank, N.A. (the "Financing Commitments"), pursuant to which Financing Commitments the lenders party thereto have committed, subject to the terms thereof, to lend the amounts set forth therein. Prior to the date of this Agreement, the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. Each of the Financing Commitments, in the form so delivered, is in full force and effect as of the date of this Agreement and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term or condition of the Financing Commitments. As of the date of this Agreement, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments. Parent and Merger Sub will have, as of the Closing, sufficient funds available to them to make the deposit into the Exchange Fund required by Section 2.2 and pay any expenses required to be incurred by Parent or Merger Sub in connection with the transactions contemplated by this Agreement.

Article IV
Representations and Warranties of Andrew

        Except as disclosed in (x) an Andrew SEC Document (as defined in Section 4.4(a)), but excluding any risk factor disclosure contained in any such Andrew SEC Document under the heading "Risk Factors" or "Forward-Looking Information," or (y) the Andrew Disclosure Letter (as defined in Section 9.5), Andrew represents and warrants to Parent and Merger Sub as follows:

        4.1    Corporate Organization.    

        4.2    Capital Structure.    

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        4.3    Authority; Board Approval; Voting Requirements; No Conflict; Required Filings and Consents.    

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        4.4    SEC Documents; Financial Statements.    

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        4.5    Information Supplied.    None of the information supplied or to be supplied by or on behalf of Andrew or its Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to Andrew's stockholders or at the time of the Andrew Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Andrew with respect to information or statements with respect to Parent or its Subsidiaries made or incorporated by reference therein or otherwise supplied by or on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement or the Form S-4.

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        4.6    Absence of Certain Changes or Events.    

        4.7    Compliance with Applicable Laws; Permits; Litigation.    

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        4.8    Employees.    

        4.9    Benefit Plans.    

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        4.10    Taxes.    

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        4.11    Environmental Matters.    There are no pending or, to the Knowledge of Andrew, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Andrew or any of its Subsidiaries, of any liability or obligation arising under common law or under any local, state, federal or foreign environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), and the Waste of Electronic and Electrical Equipment and Reduction of Hazardous Substances Directives of the European Union, which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Andrew. Neither Andrew nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Andrew. Neither Andrew nor any of its Subsidiaries owns, operates or has arranged for the disposal of any substances at any real property that has been placed on the National Priorities List under CERCLA, or any similar list of contaminated sites maintained by a Governmental Entity. To the Knowledge of Andrew, neither Andrew nor any Subsidiary has manufactured, sold, marketed, installed or distributed products containing asbestos or mercury.

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        4.12    Intellectual Property.    

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        4.13    State Takeover Statutes.    The Board of Directors of Andrew has adopted a resolution or resolutions approving this Agreement, the Merger and the other transactions contemplated hereby, and, assuming the accuracy of Parent's representation and warranty contained in Section 3.10 (without giving effect to the Knowledge qualification contained therein), such approval constitutes approval of the Merger and the other transactions contemplated hereby by the Board of Directors of Andrew under the provisions of Section 203 of the DGCL such that Section 203 does not apply to this Agreement and the other transactions contemplated hereby. To the Knowledge of Andrew, no state takeover statute other than Section 203 of the DGCL (which has been rendered inapplicable) is applicable to the Merger or the other transactions contemplated hereby.

        4.14    Brokers.    Except for fees payable to Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, no broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Andrew.

        4.15    Opinion of Financial Advisor.    Andrew has received the opinion of its financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as of the date of this Agreement, to the effect that subject to the limitations set forth in the opinion, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of Andrew Common Stock.

        4.16    Ownership of Parent Common Stock.    None of Andrew, its Subsidiaries, nor the officers or directors of Andrew nor, to the Knowledge of Andrew without independent investigation, any of their respective Affiliates beneficially owns (as defined in Rule 13d-3 under the Exchange Act) directly, or is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, shares of capital stock of Parent.

        4.17    Material Contracts.    

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        4.18    Interested Party Transactions.    Since the date of the Andrew Balance Sheet, no event has occurred that would be required to be reported as a Certain Relationship or Related Transaction pursuant to Statement of Financial Accounting Standards No. 57 or Item 404 of Regulation S-K of the SEC.

        4.19    Internal Controls and Disclosure Controls.    Andrew and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Andrew (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Andrew in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to Andrew's management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to Andrew's auditors and the audit committee of Andrew's Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Andrew's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Andrew's internal controls over financial reporting.

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        4.20    Real Property.    


Article V
Covenants Relating to Conduct of Business

        5.1    Conduct of Business.    

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        5.2    Solicitation.    

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        5.3    Board of Directors Recommendation.    

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        If Parent thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.

        5.4    Control of Other Party's Business.    Nothing contained in this Agreement shall be construed to give Parent, directly or indirectly, the right to control or direct Andrew's operations or give Andrew, directly or indirectly, the right to control or direct Parent's operations, in each case, prior to the Effective Time. Prior to the Effective Time, each of Parent and Andrew shall exercise, on the terms and subject to the conditions of this Agreement, complete control and supervision over its respective operations.


Article VI
Additional Agreements

        6.1    Preparation of SEC Documents; Stockholders' Meeting.    

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        6.2    Access to Information; Confidentiality.    

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        6.3    Commercially Reasonable Efforts.    

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        6.4    Indemnification and Insurance.    

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        6.5    Fees and Expenses.    Except as otherwise set forth in this Section 6.5 and in Section 8.3, all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses (including Andrew's fees and expenses incurred in connection with the printing and mailing of the Proxy Statement to its shareholders), whether or not the Merger is consummated, provided that Andrew shall pay any foreign, state or local real estate transfer or similar taxes imposed on the stockholders of Andrew as a result of the transactions contemplated in this Agreement. Parent and Andrew shall each bear one-half of the filing fees required by the HSR Act and any antitrust, competition or similar laws of any foreign jurisdiction. Parent shall bear the fee to the SEC for the Form S-4 (including any amendments thereto).

        6.6    Announcements.    Parent and Andrew will consult with each other before issuing, and will provide each other the opportunity to review, comment upon and concur with, and use commercially reasonable efforts to agree on, any press release, public statements or other announcements with respect to the transactions contemplated by this Agreement, including any announcement to employees, customers, suppliers or others having dealings with Parent or Andrew, respectively, or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement or other announcement prior to such consultation, except as either party may determine is required by Applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market.

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        6.7    Listing.    Parent shall use all reasonable best efforts to cause the Parent Common Stock issuable under Article II and those shares of Parent Common Stock required to be reserved for issuance under the Andrew Stock Plans, the Andrew Warrant and the Andrew Indenture to be authorized for listing on the NYSE, upon notice of issuance, exercise or conversion, as applicable.

        6.8    Conveyance Taxes.    Parent and Andrew shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees or any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time, and any such taxes shall be paid one-half by Parent and one-half by Andrew.

        6.9    Employee Benefits.    

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        6.10    Consents of Accountants.    Andrew and Parent will each use commercially reasonable efforts to cause to be delivered to each other consents from their respective independent auditors, dated the date on which the Form S-4 is filed with the SEC, is amended or supplemented, and becomes effective or a date not more than two days prior to each such date, in form reasonably satisfactory to the recipient and customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act.

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        6.11    Financing.    

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        6.12    Affiliate Legends.    Section 6.12 of the Andrew Disclosure Letter sets forth a list of those Persons who are, in Andrew's reasonable judgment, "affiliates" of Andrew within the meaning of Rule 145 promulgated under the Securities Act ("Rule 145 Affiliates"). Andrew shall notify Parent in writing regarding any change in the identity of its Rule 145 Affiliates prior to the Closing Date. Parent shall be entitled to issue appropriate stop transfer instructions to the transfer agent for Parent Common Stock (provided that such legends or stop transfer instructions shall be removed one year after the Effective Time upon the request of any holder of shares of Parent Common Stock issued in the Merger if such holder is not then a Rule 145 Affiliate).

        6.13    Notification of Certain Matters.    Andrew shall give prompt notice to Parent, and Parent shall give prompt notice to Andrew, of the occurrence, or failure to occur, of any event, which is in Andrew's or Parent's Knowledge, as applicable, and as to which the occurrence or failure to occur would reasonably be likely to result in the failure of any of the conditions set forth in Article VII to be satisfied. Each of the parties shall give prompt written notice to the other party of any material correction to any of the Parent SEC Documents or the Andrew SEC Documents, as the case may be, from and after the date hereof. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.13 will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party's obligation to consummate the Merger.

        6.14    Section 16 Matters.    

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        6.15    State Takeover Laws.    

        6.16    Reservation of Parent Common Stock.    Effective at or prior to the Effective Time, Parent shall reserve out of its reserved but unissued shares of Parent Common Stock sufficient shares of Parent Common Stock to provide for (i) the issuance of Parent Common Stock as part of the Election Merger Consideration, if applicable, (ii) the issuance of Parent Common Stock upon the exercise of the Andrew Options, (iii) the issuance of Parent Common Stock upon the exercise of the Andrew Warrant and (iv) the issuance of Parent Common Stock upon the conversion of Andrew Notes.

        6.17    Further Assurances.    At and after the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of Andrew, any deeds, bills of sale, assignments or assurances and to take any other actions and do any other things, in the name and on behalf of Andrew, reasonably necessary to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of Andrew acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

        6.18    Stockholder Litigation.    Andrew shall give Parent the opportunity to participate in the defense and settlement of any stockholder litigation against Andrew and/or its directors relating to the transactions contemplated by this Agreement; provided, however, nothing herein shall require either party to take any action that its counsel reasonably concludes would jeopardize the work product privilege or the attorney-client privilege. Neither Parent nor Andrew shall enter any settlement of such litigation without the other party's prior written consent (such consent not to be unreasonably withheld or delayed).

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Article VII
Conditions Precedent

        7.1    Conditions to Each Party's Obligation to Effect The Merger.    The obligation of each party to effect the Merger is subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

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        7.2    Conditions to Obligations of Parent and Merger Sub.    The obligation of Parent and Merger Sub to effect the Merger is further subject to satisfaction or waiver at or prior to the Closing of the following conditions:

        7.3    Conditions to Obligations of Andrew.    The obligations of Andrew to effect the Merger are further subject to satisfaction or waiver at or prior to the Closing of the following conditions:

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Article VIII
Termination, Amendment and Waiver

        8.1    Termination.    This Agreement may be terminated at any time prior to the Effective Time by action taken or authorized by the Board of Directors of the terminating party or parties, and (except in the case of Sections 8.1(b)(iii), 8.1(e), or 8.1(f)) whether before or after the Andrew Stockholder Approval:

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        8.2    Effect of Termination.    In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties, except that(i) Section 6.2(c), Section 6.5, Section 6.11(e), this Section 8.2, Section 8.3, the second sentence of Section 8.4 and Section 8.5, as well as Article IX (other than Section 9.1) shall survive termination of this Agreement and continue in full force and effect, and (ii) that nothing herein, including any payment of a Termination Fee pursuant to Section 8.3, shall relieve any party from liability for any willful breach of any representation or warranty of such party contained herein or any willful breach of any covenant or agreement of such party contained herein. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.

        8.3    Payments.    

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        8.4    Amendment.    Subject to compliance with Applicable Law, this Agreement may be amended by the parties in writing at any time before or after the Andrew Stockholder Approval; provided, however, that after the Andrew Stockholder Approval, there may not be, without further approval of the stockholders of Andrew, any amendment of this Agreement that changes the amount or the form of the consideration to be delivered to the holders of Andrew Common Stock hereunder, or which by law or NASDAQ rule otherwise expressly requires the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto and duly approved by the parties' respective Boards of Directors or a duly designated committee thereof.

        8.5    Extension; Waiver.    At any time prior to the Effective Time, a party may, subject to the proviso of Section 8.4 (and for this purpose treating any waiver referred to below as an amendment), (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance by the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Any extension or waiver given in compliance with this Section 8.5 or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.


Article IX
General Provisions

        9.1    Nonsurvival of Representations and Warranties.    None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 9.1 shall not limit the survival of any covenant or agreement of the parties in this Agreement which by its terms contemplates performance after the Effective Time.

        9.2    Notices.    All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (receipt confirmed) or sent by a nationally recognized overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):


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        9.3    Interpretation.    When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to a "Person" shall include references to an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. All references to dollar amounts shall be to lawful currency of the United States.

        9.4    Knowledge.    References to the "Knowledge" of a party to this Agreement shall mean, (i) in the case of Andrew, the actual knowledge of the Persons listed in Section 9.4 of the Andrew Disclosure Letter, and (ii) in the case of Parent and Merger Sub, the actual knowledge of the Persons listed in Section 9.4 of the Parent Disclosure Letter after due inquiry.

        9.5    Disclosure Letters.    On or prior to the date of this Agreement, Parent has delivered to Andrew a disclosure letter (the "Parent Disclosure Letter") and Andrew has delivered to Parent a disclosure letter (the "Andrew Disclosure Letter"). Each Disclosure Letter sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in such Disclosure Letter relates; provided, however, that any information set forth in one section of a Disclosure Letter will be deemed to apply to each other Section or subsection of this Agreement to which its relevance is reasonably apparent; provided, further, that, notwithstanding anything in this Agreement to the contrary, the inclusion of an item in such section of the Disclosure Letter as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on Parent or Andrew, as appropriate.

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        9.6    Counterparts.    This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

        9.7    Entire Agreement; No Third-Party Beneficiaries.    This Agreement (including the Confidentiality Agreements and the documents and instruments referred to herein) (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) except for the provisions of Article II (which are intended to benefit the holders of Andrew Common Stock) and Section 6.4 (which are intended to benefit the Indemnified Parties, including Indemnified Parties who or which are not parties hereto), is not intended to confer upon any Person other than the parties any rights or remedies.

        9.8    Governing Law.    This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof.

        9.9    Assignment.    Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either of the parties hereto without the prior written consent of the other party. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

        9.10    Consent to Jurisdiction.    Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a federal court sitting in the State of Delaware or a Delaware state court.

        9.11    Headings, etc.    The headings and table of contents contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        9.12    Severability.    If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, insofar as the foregoing can be accomplished without materially affecting the economic benefits anticipated by the parties to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by Applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

        9.13    Failure or Indulgence Not a Waiver; Remedies Cumulative.    No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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        9.14    Waiver of Jury Trial.    EACH OF PARENT, MERGER SUB AND ANDREW HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HERBY OR THE ACTIONS OF PARENT, MERGER SUB OR ANDREW IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

        9.15    Specific Performance.    The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court located in the State of Delaware or in Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity.

(Remainder of Page Intentionally Left Blank)

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        IN WITNESS WHEREOF, Parent, Merger Sub and Andrew have caused this Agreement and Plan of Merger to be executed by their respective officers thereunto duly authorized, all as of the date first written above.

    COMMSCOPE, INC.

 
 
By:
/s/  FRANK M. DRENDEL      
Name:  Frank M. Drendel
Title:    Chairman and Chief Executive Officer

 
 
DJROSS, INC.

 
 
By:
/s/  JEARLD L. LEONHARDT      
Name:  Jearld L. Leonhardt
Title:    Executive Vice President

 
 
ANDREW CORPORATION

 
 
By:
/s/  RALPH E. FAISON      
Name:  Ralph E. Faison
Title:    President and Chief Executive Officer

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EXHIBIT A

CERTIFICATE OF INCORPORATION
OF
DJROSS, INC.

        1.    Name.    The name of the corporation is DJRoss, Inc.

        2.    Registered Office and Registered Agent.    The address of the registered office of the corporation in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, and the name of its registered agent at that address is The Corporation Trust Company.

        3.    Purpose.    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

        4.    Capital Stock.    The total number of shares that the corporation is authorized to issue is 1,000, par value $0.01 per share, all of which shares are designated as common stock.

        5.    Incorporator.    The name the incorporator of the corporation is John Newsom and his mailing address is Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York, 10004.

        6.    Bylaws.    The board of directors of the corporation is expressly authorized to adopt, amend or repeal bylaws of the corporation.

        7.    Indemnification.    

        Section 1 Elimination of Certain Liability of Directors.    A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

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        8.    Elections of Directors.    Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

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EXHIBIT B


BYLAWS

OF

DJROSS, INC.


TABLE OF CONTENTS

 
    
   Page
Article I.   Stockholders' Meetings   b-1
  1.1   Place of Meetings   b-1
  1.2   Annual Meeting   b-1
  1.3   Special Meetings   b-1
  1.4   Notice of Meetings   b-1
  1.5   Quorum   b-1
  1.6   Adjournment of Meetings   b-1
  1.7   Voting List   b-1
  1.8   Vote Required   b-1
  1.9   President; Secretary   b-2
  1.10   Record Date   b-2
  1.11   Written Consent   b-2
Article II.   Directors   b-2
  2.1   Number and Qualifications   b-2
  2.2   Term of Office   b-2
  2.3   Resignation   b-2
  2.4   Vacancies   b-2
  2.5   Regular Meetings   b-2
  2.6   Special Meetings   b-2
  2.7   Notice   b-2
  2.8   Quorum   b-2
  2.9   Vote Required   b-2
  2.10   Action Without a Meeting   b-3
  2.11   Use of Communications Equipment   b-3
Article III.   Officers   b-3
  3.1   Offices Created; Qualifications; Election   b-3
  3.2   Term of Office   b-3
  3.3   Removal of Officers   b-3
  3.4   Resignation   b-3
  3.5   Vacancies   b-3
  3.6   Powers   b-3
  3.7   President   b-3
  3.8   Secretary   b-3
Article IV.   Capital Stock   b-4
  4.1   Uncertificated Stock   b-4
  4.2   Registration   b-4
  4.3   Transfer of Shares   b-4
Article V.   General Provisions   b-4
  5.1   Fiscal Year   b-4
  5.2   Corporate Seal   b-4
  5.3   Amendment of Bylaws   b-4

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AMENDED AND RESTATED

BY-LAWS

OF

DJROSS, INC.

Article I.
Stockholders' Meetings

        1.1    Place of Meetings.    Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as the board of directors shall determine.

        1.2    Annual Meeting.    The annual meeting of the stockholders for the election of the directors and the transaction of such other business as may properly be brought before the meeting shall be held on the date and at the time designated by the board of directors.

        1.3    Special Meetings.    Special meetings of the stockholders for any purpose or purposes may be called only by the board of directors. The business to be transacted at any special meeting shall be limited to the purposes stated in the notice.

        1.4    Notice of Meetings.    Notice of the place, if any, date and hour of any stockholders' meeting shall be given to each stockholder entitled to vote. Notice of a special meeting shall also state the purpose or purposes for which the meeting has been called. Unless otherwise provided in the General Corporation Law of the State of Delaware (the "General Corporation Law"), notice shall be given at least 10 days but not more than 60 days before the date of the meeting.

        1.5    Quorum.    The presence, in person or by proxy, of the holders of a majority of the voting power of the stock entitled to vote at a meeting shall constitute a quorum. In the absence of a quorum, either the president or the holders of a majority of the voting power of the stock present, in person or by proxy, and entitled to vote at the meeting may adjourn the meeting in the manner provided in Section 1.6 until a quorum shall be present. A quorum, once established at a meeting, shall not be broken by the withdrawal of the holders of enough voting power to leave less than a quorum. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting.

        1.6    Adjournment of Meetings.    Either the president or the holders of a majority of the voting power of the stock present, in person or by proxy, and entitled to vote at the meeting may adjourn any meeting of stockholders from time to time. At any adjourned meeting the stockholders may transact any business that they might have transacted at the original meeting. Notice of an adjourned meeting need not be given if the time and place, if any, are announced at the meeting so adjourned, except that notice of the adjourned meeting shall be required if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting.

        1.7    Voting List.    At least 10 days before every meeting of the stockholders, the secretary of the corporation shall prepare a complete alphabetical list of the stockholders entitled to vote at the meeting showing each stockholder's address and number of shares. For a period of at least 10 days before the meeting, the voting list shall be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours at the corporation's principal place of business. The voting list shall be produced and kept at the place of meeting during the whole time of the meeting, and any stockholder may inspect the voting list at any time during the meeting.

        1.8    Vote Required.    Subject to the provisions of the General Corporation Law requiring a higher level of votes to take certain specified actions, the stockholders shall take action on all matters other than the election of directors by a majority of the voting power of the stock present, in person or by proxy, at the meeting and entitled to vote on the matter. The stockholders shall elect directors by a plurality of the voting power of the stock present, in person or by proxy, at the meeting and entitled to vote on the matter.


        1.9    President; Secretary.    The president shall preside over any meeting of the stockholders, and the secretary shall keep official records of all such meetings. In the absence of the secretary, the president may appoint any person to act as secretary of the meeting.

        1.10    Record Date.    If the corporation proposes to take any action for which the General Corporation Law would permit it to set a record date, the board of directors may set such a record date as provided under the General Corporation Law.

        1.11    Written Consent.    Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote by means of a stockholder written consent meeting the requirements of the General Corporation Law. Prompt notice of the taking of action without a meeting by less than a unanimous written consent shall be given to those stockholders who have not consented as required by the General Corporation Law.


Article II.
Directors

        2.1    Number and Qualifications.    The board of directors shall consist of such number as may be fixed from time to time by resolution of the board of directors. Directors need not be stockholders.

        2.2    Term of Office.    Each director shall hold office until his or her successor is elected or until his or her earlier death, resignation or removal.

        2.3    Resignation.    A director may resign at any time by giving notice in writing to the corporation addressed to the board of directors, the president or the secretary. A resignation will be effective upon its receipt by the corporation unless the resignation specifies that it is to be effective at some later time or upon the occurrence of some specified later event.

        2.4    Vacancies.    Any vacancy in the board of directors, including a vacancy resulting from an enlargement of the board of directors, may be filled by a vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. A director appointed by the board of directors shall hold office for the remainder of the term of the director he or she is replacing.

        2.5    Regular Meetings.    The board of directors may hold regular meetings without notice at such times and places as it may from time to time determine.

        2.6    Special Meetings.    Special meetings of the board of directors may be called by the president or by any director. Notice of any special meeting shall be given to each director and shall state the time and place for the special meeting.

        2.7    Notice.    Any time it is necessary to give notice of a board of directors' meeting, notice shall be given (i) in person or by telephone to the director at least 24 hours in advance of the meeting or (ii) by personally delivering written notice to the director's last known business or home address at least 48 hours in advance of the meeting. Notice of a meeting need not be given to any director who attends a meeting without protesting prior to the meeting or at its commencement the lack of notice to that director. A notice of meeting need not specify the purposes of the meeting.

        2.8    Quorum.    A majority of the directors in office at the time shall constitute a quorum. Thereafter, a quorum shall be deemed present for purposes of conducting business and determining the vote required to take action for so long as at least a third of the total number of directors are present. In the absence of a quorum, the directors present may adjourn the meeting without notice until a quorum shall be present, at which point the meeting may be held.

        2.9    Vote Required.    The board of directors shall act by the vote of a majority of the directors present at a meeting at which a quorum is present.

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        2.10    Action Without a Meeting.    Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if all of the directors consent to the action in writing. The writing or writings shall be filed with the minutes of the proceedings of the board of directors.

        2.11    Use of Communications Equipment.    Directors may participate in meetings of the board of directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting.


Article III.
Officers

        3.1    Offices Created; Qualifications; Election.    The corporation shall have a president, a secretary and such other officers, if any, as the board of directors from time to time may appoint. Any officer may be, but need not be, a director or stockholder. The same person may hold any two or more offices. The board of directors may elect officers at any time.

        3.2    Term of Office.    Each officer shall hold office until his or her successor has been elected, unless a different term is specified in the resolution electing the officer, or until his or her earlier death, resignation or removal.

        3.3    Removal of Officers.    Any officer may be removed from office at any time, with or without cause, by the board of directors.

        3.4    Resignation.    An officer may resign at any time by giving notice in writing to the corporation addressed to the board of directors, the chairperson of the board of directors, the president or the secretary. A resignation will be effective upon its receipt by the corporation unless the resignation specifies that it is to be effective at some later time or upon the occurrence of some specified later event.

        3.5    Vacancies.    A vacancy in any office may be filled by the board of directors.

        3.6    Powers.    Unless otherwise specified by the board of directors, each officer shall have those powers and shall perform those duties that are (i) set forth in these bylaws, (ii) set forth in the resolution of the board of directors electing that officer or any subsequent resolution of the board of directors with respect to that officer's duties or (iii) commonly incident to the office held.

        3.7    President.    The president shall be subject to the direction and control of the board of directors and shall have general active management of the business, affairs and policies of the corporation. The president shall preside at all meetings of the stockholders and directors. The president shall have the power to sign all certificates, contracts and other instruments on behalf of the corporation. If the board of directors has not elected a chief executive officer, the president shall be the chief executive officer.

        3.8    Secretary.    The secretary shall, to the extent practicable, attend all meetings of the stockholders and the board of directors. The secretary shall record the proceedings of the stockholders and the board of directors, including all actions by written consent, in a book or series of books to be kept for that purpose. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors. The secretary shall keep or cause to be kept the stock and transfer records of the corporation. The secretary shall have such other powers and duties as the board of directors or the president may determine.

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Article IV.
Capital Stock

        4.1    Uncertificated Stock.    All shares of the corporation's common stock shall be uncertificated.

        4.2    Registration.    The name of each person owning a share of the corporation's capital stock shall be entered on the books of the corporation together with the number of shares owned and the dates of issue. The corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

        4.3    Transfer of Shares.    Registration of transfer of shares of the corporation's stock shall be made only on the books of the corporation at the request of the registered holder. The board of directors may make further rules and regulations concerning the transfer and registration of shares of stock.


Article V.
General Provisions

        5.1    Fiscal Year.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

        5.2    Corporate Seal.    The corporation shall have no seal.

        5.3    Amendment of Bylaws.    These bylaws, including any bylaws adopted or amended by the stockholders, may be amended or repealed by the board of directors.

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ANNEX B

 
    
    Global Markets & Investment
Banking Group

GRAPHIC
 
4 World Financial Center
North Tower 30th Floor
New York, New York 10080
212 449 1000

June 26, 2007

Board of Directors
Andrew Corporation
3 Westbrook Corporate Center, Suite 900
Westchester, IL 60154

Members of the Board of Directors:

        Andrew Corporation (the "Company"), CommScope, Inc. ("Acquiror") and DJRoss, Inc., an indirect wholly owned subsidiary of Acquiror ("Acquisition Sub") have entered into an Agreement and Plan of Merger, dated June 26, 2007 (the "Agreement"), pursuant to which Acquisition Sub would be merged with and into the Company in a merger (the "Merger") in which each share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (the "Company Shares"), other than (1) any Company Shares held in treasury and (2) any Dissenting Shares (as defined in the Agreement), would be converted into the right to receive:

        The "Exchange Ratio" is the quotient obtained by dividing (A) $1.50 by (B) the volume weighted average of the closing sale prices for the Acquiror Shares on the NYSE Composite Transactions Tape over the ten (10) consecutive trading days ending two trading days prior to the effective time.

        In addition, at the effective time, all issued and outstanding 31/4% Convertible Subordinated Notes Due 2013 will become convertible into the Merger Consideration in accordance with the terms of the Andrew Indenture (as defined therein).

        You have asked us whether, in our opinion, the Merger Consideration is fair from a financial point of view to the holders of the Company Shares.

        In arriving at the opinion set forth below, we have, among other things:

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        In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available, and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of the Company or the Acquiror or been furnished with any such evaluation or appraisal, nor have we evaluated the solvency or fair value of the Company or the Acquiror under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or facilities of the Company or the Acquiror. With respect to the financial forecast information furnished to or discussed with us by the Company or the Acquiror, and the Expected Synergies furnished to or discussed with us by the Company, we have assumed that they have been reasonably prepared and reflect the best currently available estimates and judgment of the Company's or the Acquiror's management as to the expected future financial performance of the Company or the Acquiror, as the case may be, and the Expected Synergies.

        Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date hereof. We have assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the Merger, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the Merger.

        In connection with the preparation of this opinion, we have not been authorized by the Company or the Board of Directors to solicit, nor have we solicited, third-party indications of interest for the acquisition of all or any part of the Company.

        We will receive a fee from the Company for our services in rendering this opinion which fee is contingent upon our delivery of our opinion but not on the content of our opinion. In addition, the

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Company has agreed to indemnify us for certain liabilities arising out of our engagement. We have, in the past, provided financial advisory and financing services to the Company and the Acquiror and may continue to do so and have received, and may receive, fees for the rendering of such services. In addition, in the ordinary course of our business, we may actively trade the Company Shares and other securities of the Company, as well as the Acquiror Shares and other securities of the Acquiror, for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

        This opinion is for the use and benefit of the Board of Directors of the Company. Our opinion does not address the merits of the underlying decision by the Company to engage in the Merger and does not constitute a recommendation to any shareholder as to how such shareholder should vote on the proposed Merger or any matter related thereto. In addition, you have not asked us to address, and this opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the holders of the Company Shares.

        We are not expressing any opinion herein as to the prices at which the Company Shares or the Acquiror Shares will trade following the announcement or consummation of the Merger.

        On the basis of and subject to the foregoing, we are of the opinion that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the holders of the Company Shares.

 
    
    Very truly yours,


 

 

/s/ MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED
    MERRILL LYNCH, PIERCE, FENNER & SMITH
                             INCORPORATED

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ANNEX C

SECTION 262 OF THE GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE

§ 262. Appraisal Rights.

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

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        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

        (h)   After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take

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into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

(8 Del. C. 1953, § 262; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 24; 57 Del. Laws, c. 148, §§ 27-29; 59 Del. Laws, c. 106, § 12; 60 Del. Laws, c. 371, §§ 3-12; 63 Del. Laws, c. 25, § 14; 63 Del. Laws, c. 152, §§ 1, 2; 64 Del. Laws, c. 112, §§ 46-54; 66 Del. Laws, c. 136, §§ 30-32; 66 Del. Laws, c. 352, § 9; 67 Del. Laws, c. 376, §§ 19, 20; 68 Del. Laws, c. 337, §§ 3, 4; 69 Del. Laws, c. 61, § 10; 69 Del. Laws, c. 262, §§ 1-9; 70 Del. Laws, c. 79, § 16; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 299, §§ 2, 3; 70 Del. Laws, c. 349, § 22; 71 Del. Laws, c. 120, § 15; 71 Del. Laws, c. 339, §§ 49-52; 73 Del. Laws, c. 82, § 21.)

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify its directors and officers, as well as other employees and individuals (each an "Indemnified Party"), against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits, or proceedings, whether civil, criminal, administrative, or investigative, other than in connection with actions by or in the right of the corporation (a "derivative action"), if an Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that a corporation may only indemnify an Indemnified Party for expenses (including attorneys' fees) incurred in connection with the defense or settlement of such derivative action. Additionally, in the context of a derivative action, DGCL Section 145 requires court approval before there can be any indemnification where an Indemnified Party has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification arrangements that may be granted pursuant to a corporation's charter, by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.

        Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any willful or negligent declaration of an unlawful dividend, stock purchase or redemption, or (iv) any transaction from which the director derived an improper personal benefit.

        The Certificate of Incorporation of CommScope provides that, to the fullest extent permitted under Delaware law, a director of CommScope shall not be personally liable to CommScope or its stockholders for damages for any breach of a fiduciary duty as a director. The Certificate of Incorporation and By-laws of CommScope provide that CommScope shall indemnify its directors and officers to the fullest extent permitted by law.

        CommScope has entered into agreements to indemnify its directors and officers in addition to the indemnification provided for in its Certificate of Incorporation and By-laws. These agreements, among other things, indemnify CommScope's directors and officers to the fullest extent permitted by Delaware or other applicable state law for certain expenses (including attorneys' fees), liabilities, judgments, fines and settlement amounts incurred by such person arising out of or in connection with such person's service as a director or officer of CommScope or an affiliate of CommScope.

        CommScope maintains directors' and officers' liability insurance, under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits, or proceedings to which directors and officers are parties by reason of being or having been directors or officers of CommScope, as the case may be.

Item 21.

        The exhibits listed below in the "Exhibit Index" are part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K.

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Item 22.    Undertakings

        The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned registrant hereby undertakes that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new

II-2

registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

        The registrant undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933, and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions hereof, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hickory, State of North Carolina, on October 11, 2007.

    COMMSCOPE, INC.

 
 
By:
/s/  Frank M. Drendel          
Frank M. Drendel
Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 11th day of October, 2007.

Signature Name
   Title

 
 
 
/s/  Frank M. Drendel      
Frank M. Drendel		   Chairman and Chief Executive Officer
(Principal Executive Officer)

/s/  Jearld L. Leonhardt      
Jearld L. Leonhardt
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/  William R. Gooden      
William R. Gooden
 
Senior Vice President and Controller
(Principal Accounting Officer)
     


*
Boyd L. George
 
Director

*
George N. Hutton, Jr.
 
Director

*
June E. Travis
 
Director

*
James N. Whitson
 
Director

*
Katsuhiko Okubo
 
Director

*
Richard C. Smith
 
Director

*by
 
/s/  FRANK B. WYATT, II    
Frank B. Wyatt, II
Attorney-in-Fact
 
 


Exhibit Index

Exhibit
Number
   Description

    2.1
 
Agreement and Plan of Merger, by and among CommScope, Inc., DJRoss, Inc. and Andrew Corporation dated as of June 26, 2007 (Incorporated herein by reference from CommScope, Inc.'s Current Report on Form 8-K filed on June 27, 2007 (File No. 1-12929))

    3.1
 
Amended and Restated Certificate of Incorporation of CommScope, Inc. (Incorporated herein by reference from CommScope, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 1997 (File No. 1-12929))

    3.2
 
Amended and Restated By-Laws of CommScope, Inc. (Incorporated herein by reference from the CommScope, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 1997 (File No. 1-12929))

    4.1
 
Form of CommScope share certificate (Incorporated herein by reference from CommScope, Inc.'s Registration Statement on Form S-4 filed June 13, 1997 (File No. 333-23935-01))

  †5.1
 
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as to the validity of the securities being registered

  23.1
 
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included as part of its opinion filed as Exhibit 5.1)

  23.2
 
Consent of Deloitte & Touche LLP

  23.3
 
Consent of Ernst & Young LLP

†24.1
 
Power of Attorney

†99.1
 
Form of Andrew Proxy Card

  99.2
 
Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
†
Previously filed



QuickLinks

ADDITIONAL INFORMATION
CommScope, Inc. Attn: Investor Relations 1100 CommScope Place, S.E. P.O. Box 339 Hickory, North Carolina 28602 Telephone: (828) 324-2200 E-mail: investor.relations@CommScope.com or Andrew Corporation Attn: Investor Relations 3 Westbrook Corporate Center Suite 900 Westchester, Illinois 60154 Telephone: (800) 232-6767 E-mail: investor.relations@andrew.com or Morrow & Co., Inc. 470 West Avenue Stamford, Connecticut 06902 Call Toll-Free (800) 607-0088 E-mail: Andrew.info@morrowco.com
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
MARKET PRICE AND DIVIDEND INFORMATION
CommScope Common Stock
Andrew Common Stock
SELECTED HISTORICAL FINANCIAL DATA OF COMMSCOPE
SELECTED HISTORICAL FINANCIAL DATA OF ANDREW
SELECTED PRO FORMA FINANCIAL DATA
Selected Unaudited Pro Forma Condensed Combined Financial Data For the Six Months Ended June 30, 2007 and the Fiscal Year Ended December 31, 2006 (In millions, except per share amounts)
Selected Unaudited Pro Forma Condensed Combined Financial Data As of June 30, 2007 (In millions)
UNAUDITED COMPARATIVE HISTORICAL AND PER SHARE DATA
FORWARD-LOOKING INFORMATION
RISK FACTORS
BUSINESS OF COMMSCOPE
BUSINESS OF ANDREW
THE SPECIAL MEETING
PROPOSAL NO. 1—THE MERGER
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
THE MERGER AGREEMENT
PROPOSAL NO. 2—POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2007 (In thousands)
Unaudited Pro Forma Condensed Combined Statement of Operations For the Six Months Ended June 30, 2007 (In thousands, except per share amounts)
Unaudited Pro Forma Condensed Combined Statement of Operations For the Fiscal Year Ended December 31, 2006 (In thousands, except per share amounts)
COMMSCOPE, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA
COMPARISON OF RIGHTS OF STOCKHOLDERS OF COMMSCOPE AND STOCKHOLDERS OF ANDREW
LEGAL MATTERS
EXPERTS
FUTURE ANDREW STOCKHOLDER PROPOSALS
WHERE YOU CAN FIND MORE INFORMATION
AGREEMENT AND PLAN OF MERGER BY AND AMONG COMMSCOPE, INC., DJROSS, INC. AND ANDREW CORPORATION DATED AS OF JUNE 26, 2007
TABLE OF CONTENTS
Defined Terms
AGREEMENT AND PLAN OF MERGER
WITNESSETH
Article I The Merger
Article II Effects of the Merger; Exchange of Certificates
Article III Representations and Warranties of Parent and Merger Sub
Article V Covenants Relating to Conduct of Business
Article VI Additional Agreements
Article VII Conditions Precedent
Article VIII Termination, Amendment and Waiver
Article IX General Provisions
CERTIFICATE OF INCORPORATION OF DJROSS, INC.
BYLAWS OF DJROSS, INC.
TABLE OF CONTENTS
AMENDED AND RESTATED BY-LAWS OF DJROSS, INC. Article I. Stockholders' Meetings
Article II. Directors
Article III. Officers
Article IV. Capital Stock
Article V. General Provisions
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Exhibit Index