ST. LOUIS--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC), a global leader in signal transmission
solutions for mission-critical applications, today announced it has
signed a definitive agreement to acquire Tripwire for $710 million in
cash. Tripwire, a leading global provider of advanced threat, security
and compliance solutions, will bring an important element to Belden's
portfolio. Together, the companies will work to deliver the next
generation of cybersecurity solutions that can be deployed across
enterprise, industrial, and broadcast markets.
"As a leading supplier of signal transmission solutions for
mission-critical networking applications, this acquisition is an
important and natural extension of Belden's capabilities," said John
Stroup, President and CEO of Belden.
Tripwire, a leader in security and vulnerability management, enables
enterprises, service providers, manufacturers, and government agencies
to confidently detect, prevent, and respond to growing security threats.
In September, Belden and Tripwire announced a joint initiative to
improve critical infrastructure cybersecurity in manufacturing
organizations. The partnership provided comprehensive cybersecurity
solutions tailored to specific customer requirements.
"We look forward to incorporating Tripwire technology into selected
Belden products and providing Tripwire with access to existing Belden
customers that are anxious to improve the robustness and security of
their networks," adds Stroup. "This positions Belden as a leader in
helping customers deploy and secure the ‘Internet of Things.'"
This transaction is instantly accretive with an expected impact to
adjusted income from continuing operations per diluted share of $0.65 in
2015. Adjusted results are non-GAAP measures that reflect certain
adjustments the Company makes to provide insight into operating results.
A GAAP to non-GAAP reconciliation is included in this release.
A full discussion of this transaction and its potential financial impact
on Belden's consolidated results will occur tomorrow at 8:30 am EST. The
listen-only audio of the conference call will be broadcast live via the
Internet at http://investor.belden.com.
The dial-in number for participants in the U.S. is 888-417-8465; the
dial-in number for participants outside the U.S. is 719-325-2495. A
replay of this conference call will remain accessible in the investor
relations section of the Company's website for a limited time.
This transaction is expected to close in the first quarter of 2015 and
is subject to customary closing conditions. Tripwire is a Thoma Bravo,
LLC company.
About Belden
Belden Inc., a global leader in high-quality, end-to-end signal
transmission solutions, delivers a comprehensive product portfolio
designed to meet the mission-critical network infrastructure needs of
industrial, enterprise and broadcast markets. With innovative solutions
targeted at reliable and secure transmission of rapidly growing amounts
of data, audio and video needed for today's applications, Belden is at
the center of the global transformation to a connected world. Founded in
1902, the company is headquartered in St. Louis and has manufacturing
capabilities in North and South America, Europe and Asia. For more
information, visit us at www.belden.com;
follow us on Twitter @BeldenInc.
Learn More about Tripwire: Additional Resources
The Tripwire
Prescriptive Guide to Operational Excellence
http://www.Tripwire.com/register/the-prescriptive-guide-to-operational-excellence/
Tripwire Vulnerability Intelligence: Enabling Adaptive Threat Protection
http://www.Tripwire.com/register/Tripwire-vulnerability-intelligence-enabling-adaptive-threat-protection/
How Tripwire Ruined My Night and Saved My Year
https://www.youtube.com/watch?v=ym_7p4oKdsY
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BELDEN INC.
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RECONCILIATION OF NON-GAAP MEASURES
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2015 ESTIMATED FINANCIAL IMPACT OF TRIPWIRE ACQUISITION
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Year Ended
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December 31, 2015
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Adjusted revenues
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$165 million
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Deferred revenue adjustments
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($44 million)
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GAAP revenues
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$121 million
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Adjusted income from continuing operations per diluted share
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$0.65
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Deferred gross profit adjustments
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($0.62)
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Acquisition integration costs
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($0.03)
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Amortization of intangible assets and other effects of purchase
accounting
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*
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GAAP income (loss) from continuing operations per diluted share
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*
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* The estimated impact of amortization of intangibles and other
effects of our purchase accounting process are not yet available.
These amounts will be determined in connection with the use of a
third party valuation specialist.
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Our estimated financial impact of the Tripwire acquisition for
revenues and income from continuing operations per diluted share is
based upon the extent of information currently available regarding
events and conditions that will impact our future operating results
for 2015. The estimated financial impact is based on management's
best estimate prior to closing the acquisition, including
preliminary estimates of the effects of purchase accounting. Our
actual results will be impacted by the completion of the purchase
accounting process. In addition, our actual results may be impacted
by other additional events for which information is not available,
such as asset impairments, severance and other restructuring costs,
gains (losses) recognized on the disposal of tangible assets, and
other gains (losses) related to events or conditions that are not
yet known.
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Forward-Looking Statements
Certain statements in this communication and the attachments may
constitute "forward-looking statements." Such statements relate to a
variety of matters, including: the operations of the businesses of
Belden and Tripwire separately and as a combined entity; the timing and
consummation of the proposed transaction; the expected benefits of the
integration of the two companies; the combined company's plans,
objectives, expectations and intentions; and other statements that are
not historical fact (such as future revenues, costs and expenses,
operating income, earnings per share, margins, cash flows, dividends,
and capital expenditures). These statements are made on the basis of the
current beliefs, expectations and assumptions of the management of
Belden and Tripwire regarding future events and are subject to
significant risks and uncertainty. Investors are cautioned not to place
reliance on any such forward-looking statements, which speak only as of
the date they are made. Neither Belden nor Tripwire undertakes any
obligation to update or revise these statements, whether as a result of
new information, future events or otherwise.
Actual results may differ materially from those expressed or implied.
Such differences may result from a variety of factors, including: legal
or regulatory proceedings or other matters that affect the timing or
ability to complete the transactions as contemplated; the risk that the
businesses will not be integrated successfully; the loss of senior
management or key employees of Belden or Tripwire; the possibility of
disruption from the merger making it more difficult to maintain business
and operational relationships; the possibility that the merger does not
close, including due to the failure to satisfy the closing conditions;
any actions taken by either of the companies, including restructuring or
strategic initiatives (including capital investments or asset
acquisitions or dispositions); developments beyond the companies'
control, including: changes in domestic or global economic conditions,
competitive conditions and consumer preferences; natural disasters;
international, political or military developments; and technological
developments. Additional factors that may cause results to differ
materially from those described in the forward-looking statements are
set forth in the Annual Report on Form 10-K of Belden for the year ended
December 31, 2013, under the heading "Item 1A—Risk Factors," and in
subsequent reports on Forms 10-Q and 8-K and other filings made with the
SEC by Belden.
Belden's proposed acquisition of Tripwire is subject to customary
closing conditions; as such, there can be no assurance that the
acquisition will occur or that it will be successful.
Belden Inc.
Investor Relations:
Matt
Tractenberg, 314-854-8089
Matthew.Tractenberg@belden.com
or
Corporate
Communications:
Eric Ehlers, 314-854-8045
Eric.Ehlers@belden.com
Source: Belden Inc.
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