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Alcatel To Buy DSC Communications

June 4, 1998

DALLAS (AP) _ European manufacturer Alcatel is acquiring a Texas-based telecommunications equipment maker, DSC Communications Corp., for about $4.4 billion in stock, executives of the companies said today.

The acquisition will expand the French company’s presence in the United States telecommunications equipment market.

The announcement said Plano, Texas-based DSC’s strong position in making telecommunications access and switching equipment will complement Alcatel’s strength in transmission equipment.

It is the latest merger announcement in a rapidly consolidating industry. On Tuesday, Tellabs Inc. of Illinois agreed to buy another telecommunications equipment maker Ciena Corp. of Maryland for about $6.9 billion in stock.

Boards of Alcatel and DSC have approved terms of the acquisition.

DSC shareholders will receive 0.815 of an Alcatel American Depositary Share for each outstanding DSC share. Alcatel’s ADS closed Wednesday at $43.43 3/4. The stock being offered represents a premium of approximately 80 percent over DSC’s closing price on Wednesday and 8 percent over DSC’s high of $32.75 for the past year.

In trading today, Alcatel fell $3.62 1/2 to $39.81 1/4 per ADS on the New York Stock Exchange, while DSC’s shares jumped $9.25 to $28.93 3/4.

Serge Tchuruk, Alcatel’s chairman and chief executive officer, said in Paris that Alcatel would have to issue 20 million new shares for the transaction. ``We believe that DCS brings us what we are lacking,″ he said.

James L. Donald, DSC’s chairman and chief executive, said the deal will give DSC shareholders ``an ongoing equity interest in a much larger company with improved long-term growth potential and investment liquidity.″

Alcatel’s U.S. headquarters is in Richardson, Texas.

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