St. Louis, Missouri - December 19, 2011 - Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, today announced its intention to make an all-cash offer to acquire RuggedCom Inc. for C$22.00 per share, which implies a total purchase price of approximately C$280 million (the "Offer").
Under the terms of the Offer, Belden will propose to acquire all of the outstanding RuggedCom common shares for C$22.00 in cash per share. This represents a 62% premium to the closing share price of C$13.61 as of December 16, 2011. Importantly, given the net cash position of RuggedCom's balance sheet, the offer also represents an 87% premium to the enterprise value as of that date.
"For RuggedCom shareholders, the Offer is compelling in that it provides certainty of value and immediate liquidity at an attractive premium to RuggedCom's pre-offer share price," said John Stroup, President and CEO of Belden. "This Offer is grounded in Belden's growth strategy to enhance our global networking business portfolio. We believe that the combined company would be a technology leader in Belden's target market segments and would deliver considerable value for Belden customers and shareholders, as well as provide growth opportunities to RuggedCom employees."
Headquartered in Concord, Ontario, Canada, RuggedCom is a leading provider of rugged communications networking solutions designed for harsh environments, including those found in electrical power substations, oil refineries, military applications, intelligent transportation and metals and minerals processing.
Belden and RuggedCom have highly complementary business models and technologies. The acquisition of RuggedCom would accelerate the growth of Belden's networking business in the electric power transmission and distribution and transportation sectors. Belden's global footprint, with manufacturing facilities in North America, South America, Europe and Asia and a market presence in nearly every region in the world, coupled with its diverse networking business portfolio - including Byres, GarrettCom and Hirschmann - provides a broader platform and market reach upon which to leverage RuggedCom's talent and capabilities.
Belden has a longstanding presence and growing business interests in Canada, where RuggedCom's facilities are primarily located, with established Belden operations in Montreal, Cobourg and Vancouver.
The Offer is not subject to any financing conditions. Belden has sufficient cash and previously committed financing in place to pay for the consideration payable under the Offer and associated expenses.
Full details of the Offer will be set out in an Offer to Purchase and Circular, which will be filed with the Canadian securities regulators in the days to come and will be available at www.sedar.com and subsequently mailed to RuggedCom's shareholders.
The Offer will remain open for at least 35 days following commencement of the Offer. The Offer will be subject to certain conditions, including there having been validly deposited under the Offer and not withdrawn at the Expiry Time that number of Common Shares which, together with any Common Shares owned by the Offeror or its affiliates (if any), represents not less than 66?% of the Common Shares outstanding (calculated on a fully-diluted basis), and the Offeror having determined that there shall not exist and shall not have occurred, and that the Offer if completed, will not be reasonably likely to cause or result in, a Material Adverse Effect.
Advisors and counsel
Belden's financial advisor in connection to the Offer is Goldman, Sachs & Co., with Osler, Hoskin, Harcourt LLP acting as Canadian legal counsel. Hill + Knowlton Strategies Canada is acting as communications advisor.
Kingsdale Shareholder Services Inc. has been retained as depositary and information agent for the Offer. Shareholders may contact Kingsdale toll-free in North America at 1-888-518-1565, or collect from outside North America at 416-867-2272, or by email at email@example.com.
Conference Call and Webcast
Belden will hold a conference call to discuss the announcement on December 20, 2011 at 10:30 a.m. EST. To join the call, please dial 888-686-9705 or 913-312-1448, passcode: 9894752. A live webcast of the call can also be heard on Belden's website at http://investor.belden.com/news-events.cfm. A replay of the call will be available for a limited time. In order to access the replay, please dial 888-203-1112 or 719-457-0820, replay passcode: 9894752.
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.
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.
Shareholder of RuggedCom Contact:
Kingsdale Shareholder Services Inc.
North America (toll-free) 1-888-518-1565
Outside North America (call collect) 416-867-2272
Hill+Knowlton Strategies Canada