BURLINGTON, ON, March 16, 2012 /CNW/ - Siemens Canada Limited ("Siemens") announced today that it has been successful in the acquisition, by its wholly-owned subsidiary (the "Offeror"), of the outstanding common shares ("Common Shares") of RuggedCom Inc. ("RuggedCom") for $33.00 per Common Share in cash (the "Offer") and that the Offer has expired.
12,556,180 Common Shares (the "Deposited Common Shares") have been validly deposited to the Offer and not withdrawn. As all of the conditions of the Offer have been satisfied or waived, the Offeror has taken up and accepted for payment in accordance with the Offer all of the Deposited Common Shares. At the commencement of the Offer, Siemens and the Offeror, together with their affiliates and associates, held none of the outstanding Common Shares. The Offeror now owns 12,556,180 Common Shares, representing approximately 97.6 per cent of the outstanding Common Shares. The Deposited Common Shares were acquired by the Offeror for consideration of $33.00 in cash per Common Share.
As contemplated by the Support Agreement, the Board of Directors (and committees of the Board of Directors) of RuggedCom will be reconstituted to include a number of directors designated by Siemens that is proportionate to Siemens' shareholdings in RuggedCom.
As more than 90 per cent of the outstanding Common Shares were deposited to the Offer, Siemens intends to acquire all of the remaining Common Shares not deposited under the Offer pursuant to the compulsory acquisition provisions of the Business Corporations Act (Ontario). Siemens further intends to cause the Common Shares to be de-listed from the Toronto Stock Exchange and to cause RuggedCom to cease to be a reporting issuer under applicable securities laws as soon as possible.
About Siemens in Canada
For 100 years the innovative ideas from Siemens have helped make Canada a better place. From the Atlantic to Pacific oceans, more than 4,400 employees in Canada work together to provide answers that last in the fields of industry, energy and healthcare, as well as deliver infrastructure solutions for cities. Since it was federally chartered in August of 1912, Siemens has stood for technical achievements, innovation, quality and reliability. Sales for Siemens in Canada in fiscal 2011 (ended September 30), were $3.0 billion CAD. The company has 61 offices and 13 manufacturing/assembly facilities across Canada. Further information is available at www.siemens.ca
About the Offeror
The name and the address of the Offeror are as follows:
Siemens Acquisition Ontario Limited
1550 Appleby Line
Burlington, Ontario L7L 6X7
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.
For further information:
Ann Adair - VP, Communications and Strategy
Tel.: (416) 567-7831
E-mail: [email protected]