St. Louis, Missouri - January 23, 2012 - Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, has announced that it intends to extend until February 9, 2012 its all-cash offer to acquire RuggedCom Inc. for C$22.00 per share.
The extension of Belden's offer will allow RuggedCom shareholders to know before the offer closes the outcome of an Ontario Securities Commission hearing to be held on February 6, 2012, that will consider Belden's request for an order to cease trading the shareholder rights plan adopted last month by the Board of Directors of RuggedCom in response to Belden's offer.
Belden contends that the rights plan constitutes an improper defensive tactic implemented by the Board of Directors of RuggedCom without the approval of RuggedCom shareholders and believes the object and effect of the rights plan is to deprive RuggedCom shareholders of their fundamental right as shareholders to each decide for themselves whether to tender their shares to the offer.
"We are confident that the Ontario Securities Commission will side with RuggedCom shareholders and allow them to make their own decisions about the merits of Belden's offer," said Belden President and CEO John Stroup. "We also continue to be confident that RuggedCom shareholders will recognize that our offer is in their best interests and delivers strong and fair value based on the current market outlook."
Mr. Stroup noted the assessments of credible industry watchers and analysts who have stated that Belden's offer is generally in line with, if not in excess of, their long-term valuations and price targets for RuggedCom stock.
"It is our strong belief that combining the businesses would deliver significant synergies that will help to better serve the customers of both companies, provide new growth opportunities to RuggedCom and Belden employees and be in the best interests of shareholders of both companies," said Mr. Stroup.
About the Offer
Announced on December 19, Belden's offer of C$22.00 per
share implies a total purchase price of approximately C$280
million and represents a 62% premium to RuggedCom's
pre-offer closing share price of C$13.61 as of December 16,
2011, as well as an 87% premium to the company's
enterprise value as of that date. The offer is not subject to
any financing conditions and provides RuggedCom shareholders
with certainty of value and immediate liquidity while
removing financing, market, and execution risks to
shareholders.
The offer currently expires on January 25, 2012.
Full details of the offer are available in the offer to purchase and take-over bid circular that has been sent to RuggedCom shareholders and filed on SEDAR. The offer and related documents are available at .
Forward-Looking Statements
Certain information contained in this news release
constitutes "forward-looking information" (or
"forward-looking statements") within the meaning of
Canadian and U.S. securities laws. All statements, other than
statements of historical or present fact, constitute
forward-looking information and typically include words and
phrases about the future such as will, anticipate, estimate,
expect, plan, intend, predict, goal, target, project,
potential, strategy and outlook. Forward-looking information
is necessarily based upon a number of assumptions that, while
considered reasonable by management, are inherently subject
to significant business, economic and competitive
uncertainties and contingencies. Belden cautions the reader
that such forward-looking information involves known and
unknown risks, uncertainties and other factors that may cause
actual results and developments to differ materially from
those expressed or implied by such forward-looking
information. These risks, factors and assumptions include,
but are not limited to: the assumption that Belden will
acquire a 100% interest in RuggedCom through the Offer; the
assumption that there are no inaccuracies or material
omissions in RuggedCom's publicly available information
and the risk that RuggedCom has not disclosed events or facts
which may have occurred or which may affect the significance
or accuracy of any such information; and assumptions about
anticipated operations in the networking and connectivity
products space. Certain of these factors are discussed in
greater detail in Belden's most recent 10-K on file with
the U.S. securities regulatory authorities and
RuggedCom's most recent Annual Information Form and MD&A
on file with the Canadian securities regulatory authorities,
which we recommend that you review for more information about
these assumptions and risks. The information concerning
RuggedCom contained in this press release has been taken from
or is based upon RuggedCom's publicly available documents
on file with Canadian securities regulatory authorities.
Neither Belden nor any of its directors or officers assumes
any responsibility for the accuracy or completeness of such
information, or for any failure by RuggedCom to disclose
events or facts which may have occurred or which may affect
the significance or accuracy of any such information, but
which are unknown to Belden. Forward-looking information is
designed to help you understand management's current
views of our near and longer term prospects, and it may not
be appropriate for other purposes. Belden does not undertake
any obligation to update or revise forward-looking
information, whether as a result of new information, future
events or otherwise, except to the extent legally required.
About Belden
St. Louis-based Belden Inc. designs, manufactures, and
markets cable, connectivity, and networking products in
markets including industrial automation, enterprise,
transportation, infrastructure, and consumer electronics. It
has approximately 6,800 employees, and provides value for
industrial automation, enterprise, education, healthcare,
entertainment and broadcast, sound and security,
transportation, infrastructure, consumer electronics and
other industries. Belden has manufacturing capabilities in
North America, South America, Europe, and Asia, and a market
presence in nearly every region of the world. Belden was
founded in 1902, and today is a leader with some of the
strongest brands in the signal transmission industry. For
more information, visit .
Contacts:
Shareholders of RuggedCom Contact:
Kingsdale Shareholder Services Inc.
North America (toll-free) 1-888-518-1565
Outside North America (call collect) 416-867-2272
Media Contact:
Hill & Knowlton Canada
Lindsay Broadhead
416-413-4693
lindsay.broadhead@hillandknowlton.ca
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