CONCORD, ON, Feb. 8, 2012 /CNW/ - RuggedCom Inc. ("RuggedCom") (TSX: RCM), a leading provider of rugged communications networking
solutions designed for mission-critical applications in harsh
environments, announced today that Siemens Canada Limited ("Siemens"), through its wholly-owned subsidiary, has commenced its offer to
acquire all of the outstanding common shares of RuggedCom for $33.00
per share in cash (the "Siemens Offer") and mailed the Siemens Offer and take-over bid circular to RuggedCom
shareholders. The directors' circular of the board of directors of
RuggedCom has been concurrently mailed with the Siemens Offer and
take-over bid circular.
After receiving the recommendation of its special committee, and in
consultation with its financial and legal advisors, the board of
directors of RuggedCom has unanimously determined that the Siemens
Offer is in the best interests of RuggedCom. Accordingly, the RuggedCom
board of directors recommends to RuggedCom shareholders that they
accept, and tender their common shares to, the Siemens Offer.
The Siemens Offer will be open for acceptance until 8:00 p.m. (Toronto
time) on March 15, 2012, unless extended, and is conditional upon,
among other things, customary regulatory approvals and there having
been validly deposited (and not withdrawn) at least 662/3% of the outstanding common shares (on a fully-diluted basis).
The full details of the Siemens Offer are contained in the take-over bid
circular of Siemens and directors' circular of the RuggedCom board of
directors. Copies of the take-over bid circular and the directors'
circular are available online at www.ruggedcom.com and www.sedar.com. RuggedCom shareholders are encouraged to read both documents carefully
and in their entirety.
Computershare Investor Services Inc. is the depositary for the Siemens
Offer. Shareholders can obtain copies of the take-over bid circular
and related materials at no charge from the depositary toll-free at
1-800-564-6253 or by email at email@example.com. The information agent for the Siemens Offer is Georgeson Shareholder
Communications Canada Inc. Inquiries should be directed to the information agent toll-free at
1-866-374-9877 or by email at firstname.lastname@example.org. Additional copies of these documents may also be obtained on request
from the information agent.
About Siemens Canada Limited
Siemens is one of the largest and most diversified companies in the
world of electronics and electrical engineering, operating in the
industrial, energy, healthcare and infrastructure and cities sectors.
The company has approximately 4,400 employees in Canada, working to
develop and manufacture products, design and install complex systems
and projects, and tailor a wide range of solutions for individual
About RuggedCom Inc.
RuggedCom is a leading provider of rugged communications networking
solutions designed for mission-critical applications in harsh
environments. RuggedCom's technology solutions include Ethernet
switches, network routers, wireless devices, serial servers, media
converters, software and professional services. RuggedCom's products
are designed for use in harsh environments such as those found in
electrical power substations and "Smart Grids", intelligent
transportation systems, industrial process control and military
Forward Looking Information
This news release contains certain statements that constitute
forward-looking information within the meaning of applicable securities
laws ("forward-looking statements"). Forward-looking statements include
all disclosure regarding possible events, conditions, results of
operations, the Siemens Offer that is based on assumptions about future
economic conditions and courses of action. RuggedCom cautions readers
not to place undue reliance upon any such forward-looking statements,
which speak only as of the date they are made. Forward-looking
statements are based on RuggedCom's current plans, estimates,
projections, beliefs and opinions, and RuggedCom does not undertake any
obligation to update forward-looking statements should assumptions
related to these plans, estimates, projections, beliefs and opinions
change, except as required by law. When used in this news release,
words such as "plans", "expects", "intends", "anticipates", "will",
"believes" or variations of such words and phrases often, but not
always, identify forward-looking statements. The forward-looking
information in this news release includes, but is not limited to, the
Siemens Offer. Although RuggedCom believes that the expectations
reflected in such forward-looking statements are reasonable, all
forward-looking information is subject to risks, uncertainties and
other factors that could cause actual results to differ materially from
historical results or results anticipated by the forward-looking
information. The factors which could cause actual results or events to
differ materially from current expectations include, but are not
limited to: Siemens's ability to consummate the proposed transaction (including the
satisfaction of the conditions to the Siemens Offer), continued growth
in RuggedCom's key markets; RuggedCom's ability to manage its growth;
RuggedCom's dependence on the electric power industry; the impact of
the global financial crisis; foreign currency fluctuations; RuggedCom's
ability to identify suitable acquisitions at reasonable prices and its
ability to manage their integration; changes in environmental and other
regulation; RuggedCom's reliance on key personnel; RuggedCom's reliance
on third-party suppliers, contract manufacturers and channel partners;
RuggedCom's ability to protect its intellectual property; rapid
technological change; potential product liability claims; RuggedCom's
dependence on certain licensed intellectual property; potential
infringement by RuggedCom of third party intellectual property rights;
and other factors identified under the headings "Risks and
Uncertainties" in RuggedCom's management's discussion and analysis for
the second quarter ended September 30, 2011, dated November 8, 2011,
and "Risk Factors" in RuggedCom's annual information form dated June
15, 2011, each filed on SEDAR at www.sedar.com.
SOURCE RuggedCom Inc.
For further information:
RuggedCom Shareholder Contact:
Georgeson Shareholder Communications Canada Inc.
RuggedCom Media contact:
Longview Communications Inc.
416 649 8007