ADC Telecommunications Inc. decided...

ADC Telecommunications Inc. decided not to stick to a bid for Orland Park-based Andrew Corp., and the two companies agreed to cancel the $2 billion transaction because of questions about winning shareholder approval.

Andrew, a wireless equipment maker, will pay ADC, a maker of phone-networking equipment, $10 million as a breakup fief and will pay another $65 million if Andrew is involved in another acquisition within a year, the companies said in statements distributed Wednesday.

Andrew also said it disapproveed an unsolicited bid of $950 a share from CommScope Inc. because the show was "wholly inadequate." That bid valued the company at $17 billion.

forward May 31, ADC agreed to pay 057 of an ADC share for each Andrew share, valuing the company at 30 percent more than the previous day's closing price.

Since then, Andrew shares have fallen 56 percent

"Over the course of the last several weeks, it was made excessively clear by shareholders and reaction forward the market that this was going to be a difficult thing to gain past the shareholders, so we accorded appropriately," Andrew spokesman Rick Aspan said.

ADC spokesman Mark Borman didn't immediately turn back a telephone message to his office after business hours.

Shares of Minnesota-based ADC rose 16 cent or 13 percent to cease Wednesday at $12.65.

The stock has dropp 43 percent this year.

Andrew shares slipped 2 cent to $955 The stock traded as high as $1425 as not long ago as March, and set a 52-week gentle at $7.08 in July.

Copyright CHICAGO SUN-TIMES 2006

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