- RuggedCom Special Committee engaged in active process to maximize shareholder value -
CONCORD, ON, Jan. 4, 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 its Board of Directors, on the recommendation of its Special Committee of independent directors and with input from its financial and legal advisors, unanimously recommends that RuggedCom shareholders reject the unsolicited offer by a subsidiary of Belden Inc. (the "Belden Offer") to acquire RuggedCom for $22 in cash per common share and not tender their shares to the Belden Offer.
The basis for the RuggedCom Board's recommendation with respect to the Belden Offer is contained in a Directors' Circular to be filed with Canadian securities regulators later today. A copy of the Directors' Circular will be available online at www.ruggedcom.com or www.sedar.com. The Directors' Circular will also be mailed to RuggedCom shareholders later today.
Peter Crombie, Chairman of the RuggedCom Board of Directors, said, "The RuggedCom Board is unanimous in its view that the Belden Offer fails to adequately compensate shareholders for RuggedCom's strong prospects for continued growth, profitability and shareholder value creation. The Special Committee, in fulfilling its duties to RuggedCom, with the assistance of its financial advisor, TD Securities Inc. ("TD Securities"), is now aggressively exploring and evaluating alternatives to the Belden Offer. We are encouraged by the response we have received from interested parties thus far and will provide a further update in due course. In the meantime, RuggedCom shareholders are urged to reject Belden's inadequate and opportunistic offer."
Reasons to Reject the Belden Offer
The RuggedCom Board unanimously concluded that the Belden Offer is inadequate and not in the best interests of RuggedCom or its shareholders. The Board cited a number of reasons for its recommendation to reject the Belden Offer, including the following:
- The Belden Offer substantially undervalues RuggedCom and does not reflect RuggedCom's strong prospects for continued growth, profitability and shareholder value creation;
- TD Securities, the financial advisor to the Special Committee, has delivered a written opinion dated January 3, 2012, that, based on and subject to the scope of review, assumptions and limitations and other matters described therein, as of such date, the consideration being offered to the RuggedCom shareholders pursuant to the Belden Offer is inadequate, from a financial point of view, to RuggedCom shareholders;
- Superior proposals providing greater value to shareholders may emerge as a result of the Special Committee's active value maximization process;
- The timing of the Belden Offer is highly opportunistic and disadvantageous to RuggedCom shareholders;
- Market sentiment supports the financial inadequacy of the Belden Offer, including the fact that the offer represents a discount to the current market price of RuggedCom shares;
- The Belden Offer is highly conditional for the benefit of Belden shareholders; and
- RuggedCom's directors and officers who own or exercise control or direction over an aggregate of 2,149,607 RuggedCom shares on a fully-diluted basis, representing 16.1% of RuggedCom's shares on a fully-diluted basis, intend to REJECT the Belden Offer.
The full reasons for the RuggedCom Board's recommendation that shareholders reject the Belden Offer are detailed in the Directors' Circular. RuggedCom encourages shareholders to read the Directors' Circular in its entirety and reject the Belden Offer by not tendering their shares to the Belden Offer.
Exploration of Alternatives to the Belden Offer in Order to Maximize Shareholder Value
In fulfilling its duties to RuggedCom, the Special Committee, with the assistance of its financial advisor, TD Securities, is aggressively exploring and evaluating alternatives to the Belden Offer in order to determine the alternative that is in the best interests of RuggedCom and its shareholders. RuggedCom has been solicited by and has initiated contact with numerous third parties who have expressed an interest in pursuing an alternative transaction with RuggedCom. A number of these third parties have entered into non-disclosure and standstill agreements with RuggedCom, and have begun a due diligence review of confidential financial, operating and other relevant information relating to RuggedCom contained in a "data room" established for this purpose. While there can be no assurance that any financially superior alternative will emerge from the process, the Board believes that the ongoing process undertaken by the Special Committee demonstrates that RuggedCom and its assets are highly strategic and attractive to various third parties that are in a position to propose a financially superior alternative to the Belden Offer.
Tendering shares to the Belden Offer before the Special Committee has had an opportunity to fully explore all available alternatives to the Belden Offer may preclude the possibility of a financially superior alternative.
How to Withdraw Your Shares From the Inadequate Belden Offer
Shareholders with questions about the Directors' Circular or who may have already tendered their shares to the Belden Offer and wish to withdraw them are asked to contact RuggedCom's information agent, Georgeson Shareholder Communications Canada Inc., at 1-866-374-9877 or [email protected].
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, or the Belden 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, expectations respecting RuggedCom's prospects for continued growth, profitability and shareholder value creation; statements respecting execution of RuggedCom's strategic plan; the consequences of the Belden Offer; and the availability of superior offers or alternatives emerging from RuggedCom's value maximization process. 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: the ability of RuggedCom to successfully implement its value maximization process and whether such process will yield an alternative transaction; the circumstances of any party interested in a potential acquisition of RuggedCom or other alternative transactions involving RuggedCom; actions taken by Belden; actions taken by RuggedCom shareholders in respect of the Belden Offer; the possible effect of the Belden Offer on RuggedCom's business; increased efforts by competitors to compete in RuggedCom's markets; 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