Wireless equipment maker Andrew Corp.'s proposed merger with ADC Telecommunications is off. Andrew has released a statement saying the two companies mutually agreed to terminate the deal they announced on May 31. However, Andrew will have to pay ADC $10 million over the break-up, the statement said. Also, in a separate, but accompanying statement, Andrew said that its board of directors has voted to reject what had been a competing acquisition offer from CommScope, an offer which, had Andrew accepted it, would have cost the Westchester, Ill., company $65 million, under terms of its mutual termination agreement with ADC.

The first statement said Andrew and ADC believed "current market considerations raised serious questions about the ability to obtain necessary shareholder approval. Therefore, Andrew and ADC have agreed to terminate the merger agreement without liability to either party. To effect the mutual termination, Andrew has agreed to pay ADC $10 million. In addition, Andrew has agreed that ADC would be paid another $65 million in the event Andrew effects a business combination transaction within 12 months."

The second statement did not relate Andrew's rejection of the CommScope offer to the language of the ADC termination agreement. Instead, it described CommScope $9.50-per-share offer as "wholly inadequate."

"While we still believe in the convergence strategy, the merger of Andrew and ADC was only one method to execute against that," said Ralph Faison, president and CEO of Andrew, in the first statement regarding the ADC deal. "We are confident in our ability to address the current and future needs of our customers and shareholders as an independent company."