CommScope Holding Company, Inc.

Current report

Risks Related to the Pending CCS Sale Transaction with Amphenol (the “Transaction”)

Current report

We are subject to various uncertainties and contractual restrictions while the Transaction is pending, which may cause disruption and strain key relationships.

Current report

The announcement and pendency of the Transaction may result in significant disruption to our operations. Although we intend to take steps designed to reduce any adverse effects, these effects may impair our ability to attract and retain employees, maintain relationships with suppliers, vendors, and customers, and execute on strategic initiatives.

Current report

In addition, we are subject to contractual restrictions under the Purchase Agreement governing the Transaction, including limitations on solicitation of alternative transactions and adverse recommendation changes, which may restrict our flexibility to respond to unsolicited proposals or changing market conditions. These provisions could discourage a third party that might have an interest in acquiring all of, or substantially all of, our assets or our common stock from considering or proposing such an acquisition, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by Amphenol.

Current report

We are subject to contractual restrictions and potential litigation risk during this period, which could further impact our operations and reputation. We have received demands and may face claims from stockholders or other parties alleging breaches of fiduciary duty, disclosure deficiencies, or other violations of law in connection with the Transaction. While we believe the disclosures provided to our stockholders have been complete and accurate, litigation could result in substantial costs, reputational harm, and distraction of management from ongoing business operations. The outcome of any such litigation is inherently uncertain and could adversely affect our ability to complete the Transaction or impact the anticipated benefits of the sale.

Current report

We will incur significant expenses in connection with the Transaction, regardless of whether the Transaction is completed.

Current report

We have incurred and expect to continue to incur significant expenses related to the Transaction. These expenses include, but are not limited to, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, filing fees, printing expenses and other related fees and expenses. Many of these expenses are payable by us regardless of whether the Transaction is completed. Additionally, if the Purchase Agreement governing the Transaction is terminated in certain circumstances, we will be required to pay Amphenol a termination fee.

Current report

Failure to complete the Transaction could materially and adversely affect our business, financial results, and stock price.

Current report

If the Transaction is not completed, our business may be adversely affected in several ways, including reputational harm, loss of strategic momentum, and increased difficulty in accessing capital, including the following:

Current report

being required to pay a termination fee to Amphenol under certain circumstances as provided in the Purchase Agreement;

Current report

having to pay certain costs relating to the Transaction, such as legal, accounting, financial advisor and other fees and expenses, without receiving any proceeds from the Transaction;

Current report

our common stock price could decline to the extent that the current market price reflects a market assumption that the Transaction will be completed and/or that a portion of the proceeds will be distributed to stockholders as a special dividend post-closing;

Current report

having had the focus of our senior management on the Transaction instead of on pursuing other opportunities that could have been beneficial to us and our stockholders; and

Current report

we may lack the liquidity necessary to repay our outstanding debt obligations.

Current report

If the Transaction is not completed, we cannot assure you that these risks will not materialize and will not materially adversely affect our business, financial results and stock price.

Current report

The Transaction is subject to closing conditions and regulatory approvals that may delay or prevent its completion.

Current report

Completion of the Transaction is subject to various closing conditions, including the receipt of consents and approvals from governmental entities. We cannot predict whether and when these conditions will be satisfied. These approvals may be delayed or conditioned in ways that adversely affect our business or result in the abandonment of the Transaction.

Current report

The anticipated dividend following the closing of the Transaction is subject to change and may not be paid as expected.

Current report

The proceeds from the Transaction will be paid directly to us. After repaying all debt and redeeming our preferred equity and incurring a reasonable amount of new indebtedness on the remaining business, we will have significant excess cash. We currently expect to distribute a substantial portion of this excess cash to our stockholders as a special dividend within 90 days following the closing of the Transaction. However, the exact amount and timing of the dividend will be determined by our board of directors after closing after taking into account all relevant factors, and there can be no assurance of the exact amount of cash proceeds to be distributed to our stockholders or of the exact timing of any such distributions. The decision to declare a special dividend and the timing and amount thereof, if any, is in the sole discretion of our board of directors acting in the best interests of the Company and will depend on such factors as are deemed relevant by the board of directors at the time of such decision.

Current report

The fairness opinion obtained by our board of directors does not reflect changes in circumstances after its issuance.

Current report

In connection with its evaluation of the Transaction, our board of directors received a fairness opinion from our financial advisor, Evercore Inc., regarding the fairness, from a financial point of view, of the $10.5 billion base purchase price. The opinion was rendered as of August 3, 2025, and was based on assumptions, limitations, and conditions described therein. It does not reflect changes in market conditions, our financial performance, or other developments that may have occurred since that date.

Current report

We have not obtained, and we do not expect to request, an updated opinion from our financial advisor. As a result, the opinion does not and will not address the fairness of the Transaction or the value of the CCS business at the time the Transaction is completed or at any time other than the date when opinion was rendered. Moreover, the opinion does not address the relative merits of the Transaction compared to other strategic alternatives or the underlying business decision to pursue the Transaction.

Current report

We may not be able to retain key personnel during and after the Transaction.

Current report

Uncertainty related to the Transaction may impact employee morale and retention. We may not be able to retain key personnel, which could disrupt our operations and impair our ability to execute on strategic priorities during and after the Transaction.

Current report

Our remaining businesses may face increased operational and financial risks following the divestiture.

Current report

Following the sale of the CCS business, our remaining segments, ANS and RUCKUS, will constitute our core operations. These businesses are subject to cyclical demand, competitive pressures, and execution risks. While recent performance has been strong, there can be no assurance that these trends will continue. The divestiture may also reduce our scale and diversification, increasing our exposure to market volatility.