- RuggedCom Continuing Active Process to Secure Greater Value for Shareholders -
CONCORD, ON, Jan. 18, 2012 /CNW/ - RuggedCom Inc. (TSX: RCM), a leading provider of rugged communications networking solutions designed for mission-critical applications in harsh environments, today provided the following comment regarding the decision of the Ontario Securities Commission (the "OSC") earlier today to hold a hearing regarding the RuggedCom shareholder rights plan (the "Rights Plan") on February 6, 2012. This date was set in response to a request from Belden Inc. to the OSC to cease trade the Rights Plan and for the OSC to convene a hearing to discuss the matter no later than January 23, 2012. The Belden Offer currently expires on January 25, 2012. The hearing will determine whether the Rights Plan is allowed to continue to operate.
The Rights Plan is intended to ensure that, in the context of the unsolicited take-over bid for RuggedCom common shares by Belden Inc. (the "Belden Offer"), the Board has sufficient time to explore and develop strategic alternatives that are in the best interests of RuggedCom and its shareholders. The Rights Plan also seeks to ensure the fair treatment of shareholders and to provide them with adequate time to properly assess any potential take-over bid without undue pressure.
Peter Crombie, Chairman of the RuggedCom Board of Directors, said, "We are pleased that the OSC has decided to wait until early February to hold a hearing on the Rights Plan. Since Belden first announced its intention to make an unsolicited offer for RuggedCom just prior to the holidays, we have been engaged in a thorough and vigorous process aimed at securing alternatives that have the potential to provide greater value to RuggedCom shareholders. While there can be no assurance that this process will result in a transaction, we are certainly encouraged by the nature of discussions with potential bidders thus far."
A number of bidders have entered into confidentiality and standstill agreements with RuggedCom. These bidders are continuing to actively conduct a detailed due diligence review of confidential information relating to RuggedCom. The Board continues to believe that the ongoing process undertaken by the Special Committee of the Board of Directors of RuggedCom demonstrates that RuggedCom is highly strategic and attractive to various third parties that are in a position to propose a financially superior alternative to the Belden Offer.
The RuggedCom Board reiterates its unanimous recommendation that shareholders reject the Belden Offer and not tender their shares. Tendering shares to the Belden Offer before the Board and its advisors have had an opportunity to fully explore all available alternatives to the Belden Offer may preclude the emergence of a financially superior alternative transaction. As outlined in the January 4, 2012 Directors' Circular, the RuggedCom Board concluded that the Belden Offer is inadequate and not in the best interests of RuggedCom or its shareholders. RuggedCom encourages shareholders to read the Directors' Circular in its entirety.
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 regarding 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 outcome of the hearing to be held by the Ontario Securities Commission to consider Belden's request for an order cease trading the Rights Plan and the effective date of any cease trade order issued; 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