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ADC Prices Notes

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5/30/2003

MINNEAPOLIS -- ADC (Nasdaq:ADCT, www.adc.com) announced today the pricing of its offering of $350 million aggregate principal amount of Convertible Subordinated Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). ADC also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million principal amount of the notes. The sale of the notes is expected to close on June 4, 2003. The notes were priced at 100% of their principal amounts. The notes will be subordinate to existing and future senior indebtedness of ADC. Each security has other terms as follows:

    -- $175 million aggregate principal amount of Convertible Subordinated Notes due 2008 (plus up to an additional $25 million aggregate principal amount if the initial purchasers' option to purchase additional notes is exercised in full) will bear interest at a rate of 1.00 percent per annum. The notes are convertible at any time prior to maturity into shares of ADC common stock at a conversion price of $4.013 per share (a conversion rate of approximately 249.1901 shares per $1,000 principal amount of notes). The initial conversion price represents a 52 percent premium over the last reported NASDAQ composite bid for ADC common stock on May 29, 2003, which was $2.64 per share. ADC may not redeem these fixed rate notes prior to their maturity date of June 15, 2008.

    -- $175 million aggregate principal amount of Floating Rate Convertible Subordinated Notes due 2013 (plus up to an additional $25 million aggregate principal amount if the initial purchasers' option to purchase additional notes is exercised in full) will bear interest at a rate of six-month LIBOR plus 0.375 percent, reset semiannually on June 15 and December 15 of each year. The notes are convertible at any time prior to maturity into shares of ADC common stock at a conversion price of $4.013 per share (a conversion rate of approximately 249.1901 shares per $1,000 principal amount of notes). The initial conversion price represents a 52 percent premium over the last reported NASDAQ composite bid for ADC common stock on May 29, 2003, which was $2.64 per share. ADC may redeem any or all of these floating rate notes at any time on or after June 23, 2008. These floating rate notes mature at June 15, 2013.
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. Such actions could increase the price of ADC's common stock. Such initial purchasers and/or affiliates are likely to modify their hedge positions from time to time prior to conversion or maturity of the notes by purchasing and selling shares of ADC common stock, other securities of ADC or other instruments they may wish to use in connection with such hedging.
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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