St. Louis, Missouri - January 9, 2012 - Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, has applied to the Ontario Securities Commission (the "OSC") for an order to cease trading with respect to the shareholder rights plan recently adopted by the Board of Directors of RuggedCom Inc. ("RuggedCom") in response to Belden's all-cash offer to acquire RuggedCom.
Stating that the rights plan constitutes an improper defensive tactic implemented by the Board of Directors of RuggedCom without the approval of RuggedCom shareholders, Belden 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.
Noting that its offer to purchase all of the outstanding common shares of RuggedCom expires on January 25, 2012, Belden is requesting that the OSC convene a hearing on this matter by no later than January 23, 2012.
About the Offer
Belden firmly believes that its offer delivers strong and fair value to both RuggedCom and Belden shareholders, based on the current market outlook.
Announced on December 19, 2011, 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, providing RuggedCom shareholders with certainty of value and immediate liquidity while removing financing, market, and execution risks to shareholders.
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.
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.
Shareholders 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 Canada