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ADC Offering Notes

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MINNEAPOLIS -- ADC (Nasdaq:ADCT, www.adc.com) announced today that it intends to offer, subject to market and other conditions, up to $350 million in aggregate principal amount of Convertible Subordinated Notes through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The interest rate, conversion price and offering price are to be determined by negotiations between ADC and the initial purchasers of the notes. The notes will be subordinate to existing and future senior indebtedness of ADC.

The securities offered will consist of:

    -- Fixed-Rate Convertible Subordinated Notes due 2008; and
    -- Floating-Rate Convertible Subordinated Notes due 2013.
ADC will grant the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million principal amount of the notes.

ADC plans to use the net proceeds for:

    -- General corporate purposes and strategic opportunities, including financing for possible acquisitions or investments in complementary businesses, technologies or products. ADC does not currently have any definitive agreements, arrangements or understandings regarding any particular acquisition or investment; and
    -- The purchase of a convertible bond hedge with respect to ADC's common stock, which is expected to reduce the potential dilution from conversion of the notes. The cost of this convertible bond hedge will be partially offset by the sale of a warrant to acquire shares of ADC to two of the initial note purchasers or their affiliates. In connection with those transactions, such persons will take positions in ADC's common stock in secondary market transactions and/or enter into various derivative transactions both in anticipation of and after the pricing of the notes. Such actions could increase the price of ADC's common stock.
Pending such usage, ADC will invest the net proceeds in accordance with its regular cash and short-term investment practices.

This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

ADC Telecommunications Inc.

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