Siemens mails offer and take-over bid circular to RuggedCom shareholders and RuggedCom mails directors' circular recommending acceptance
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conditional upon, among other things, customary regulatory approvals and there having been validly deposited (and not withdrawn) at least 662/3% of the outstanding common shares (on a fully-diluted basis).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 requirements.
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 applications.
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.For further information:
RuggedCom Shareholder Contact:
Georgeson Shareholder Communications Canada Inc.
RuggedCom Media contact:
Longview Communications Inc.
416 649 8007