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Filed by: ADC Telecommunications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No.: 333-33824
Subject Company: PairGain Technologies, Inc.
ADC news release
We urge investors and security holders to read ADC's Registration Statement on
Form S-4 and the Prospectus/Proxy Statement of ADC and PairGain relating to the
merger transaction described below, when they become available, because they
will contain important information. When these and other documents relating to
the transaction are filed with the U.S. Securities and Exchange Commission, they
may be obtained free at the SEC's web site at HTTP://WWW.SEC.GOV. You may also
obtain each of these documents (when they become available) for free from ADC or
from PairGain by directing your request to the investor relations contact
persons identified below.
FOR IMMEDIATE RELEASE
CONTACTS:
Mark Borman - Investor Relations Kim Gower or Robert Price
ADC PairGain Technologies
612-946-3338 714-832-9922
Rob Clark - Public Relations
ADC
612-914-6355
ADC AND PAIRGAIN ANNOUNCE THAT THE
HART-SCOTT-RODINO WAITING PERIOD HAS EXPIRED ON PROPOSED MERGER
MINNEAPOLIS / TUSTIN, CALIF. - MAY 8, 2000 - ADC (Nasdaq: ADCT, WWW.ADC.COM), a
leading global supplier of network equipment, software and integration services
for broadband, multiservice networks, and PairGain Technologies, Inc. (Nasdaq:
PAIR, WWW.PAIRGAIN.COM), a leader in the design, manufacture, marketing and sale
of digital subscriber line (DSL) networking systems, today announced that the
Hart-Scott-Rodino waiting period of their proposed merger expired on May 5,
2000.
Under the terms of the agreement announced on February 23, 2000, each share of
PairGain's common stock will be converted into 0.43 share of ADC common stock
with a fixed exchange ratio. The proposed transaction is expected to be
completed during ADC's third fiscal quarter, which ends July 31, 2000, and is
intended to be accounted for by ADC as a pooling of interests and to be treated
as a tax-free reorganization for U.S. federal income tax purposes. Closing of
the proposed transaction is subject to the approval of PairGain's stockholders
and other customary conditions.
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ADC AND PAIRGAIN MERGER - PAGE 2 OF 2
ABOUT ADC
ADC Telecommunications, Inc. is a leading global supplier of network equipment,
software and integration services for broadband, multiservice networks that
deliver data, video and voice communications over telephone, cable television,
Internet, broadcast, wireless and enterprise networks. ADC's broadband,
multiservice network solutions enable local access, high-speed transmission and
software management of communications services from service providers to
consumers and businesses over fiber-optic, copper, coaxial and wireless media.
Headquartered in Minneapolis, Minnesota, ADC has approximately 14,400 employees
around the world and annual sales of $2.1 billion. ADC's stock is included in
the Standard & Poor's 500 Index and the Nasdaq-100 Index. For additional
information, visit our Web site at WWW.ADC.COM.
ABOUT PAIRGAIN TECHNOLOGIES
PairGain Technologies, Inc. is the leader in the design, manufacture, marketing
and sale of DSL networking systems. Service providers and private network
operators worldwide use PairGain's products to deploy DSL-based services such as
high-speed Internet, remote LAN access and enterprise LAN extension. Additional
information about PairGain is available on the Internet at WWW.PAIRGAIN.COM.
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Any forward-looking statements contained herein reflect management's current
expectations or beliefs. ADC Telecommunications cautions readers that future
actual results could differ materially from those in forward-looking statements
depending on the outcome of certain factors, including the risks and
uncertainties identified in Exhibit 99-a to ADC's Report on Form 10-K for the
fiscal year ended October 31, 1999. PairGain Technologies cautions readers that
future actual results could differ materially from those in forward-looking
statements depending on the outcome of certain factors, including the risks and
uncertainties identified in PairGain's periodic Form 10-Q and Form 10-K filings
with the Securities and Exchange Commission.
