St. Louis, Missouri - January 4, 2012 - Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, has reaffirmed its all-cash offer to acquire RuggedCom Inc. for C$22.00 per share, following a thorough review of the RuggedCom Board of Directors' recommendation that shareholders reject the offer.
"The recommendation contains no information of substance that was not already taken into account in formulating our original valuation and offer price," said Belden President and CEO John Stroup. "As such, we 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."
The offer, which was announced on December 19, 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, providing RuggedCom shareholders with certainty of value and immediate liquidity while removing financing, market, and execution risks to shareholders.
"While differences of opinion on such matters are to be expected, credible industry watchers and analysts 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," continued Mr. Stroup. "Furthermore, combining the businesses would deliver significant synergies that will help to better serve the customers of both companies and provide new growth opportunities to RuggedCom and Belden employees."
This transaction would build upon Belden's successful acquisition track record over the past decade. These investments coupled with strong organic growth have established a global footprint for Belden's connectivity and networking business, which offers a broader platform and market reach upon which to leverage RuggedCom's talent and capabilities.
In addition to reaffirming its offer for RuggedCom, Belden also confirmed that it intends to make a formal application with Canadian securities regulators to cease-trade the shareholder rights plan that was recently adopted by RuggedCom's Board of Directors.
About the Offer
The Belden offer is for $22.00 per RuggedCom common shares, and is open until 6 p.m. (Toronto time) on January 25, 2012. The offer is not subject to any financing conditions.
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 www.sedar.com and through Belden's website, www.belden.com.
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 www.belden.com.
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