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RuggedCom Board Agrees to C$33.00 per share cash offer from Siemens

01/30/2012 | 09:46am

Concord, Ontario, Canada (January 30, 2012)- RuggedCom Inc.,("RuggedCom") (TSX:RCM), a leading designer and manufacturer of industrial strength networks for mission-critical applications in harsh environments, announced today that it has entered into an agreement (the "Support Agreement") with Siemens Canada Limited ("Siemens") pursuant to which Siemens has agreed, subject to the terms of the Support Agreement, to make an offer to purchase all outstanding common shares of RuggedCom by way of take-over bid at a price of C$33.00 per share in cash (the "Siemens Offer").

Each member of the Board of Directors as well as RuggedCom's Chief Executive Officer and Chief Financial Officer, who together hold an aggregate of 1,691,192 RuggedCom shares or approximately 13.6% of the issued and outstanding shares of RuggedCom have entered into Lock-Up Agreements in conjunction with the Support Agreement. The equity value of the proposed transaction, based on RuggedCom's 13,321,740 issued and outstanding common shares on a fully-diluted basis, is approximately C$440 million1.

The Siemens Offer represents a premium of 142% to the closing price of RuggedCom shares on the Toronto Stock Exchange on December 16, 2011, the last trading day prior to Belden Inc. ("Belden") announcing its intention to make an unsolicited take-over bid for RuggedCom. The Siemens Offer also represents a 50% premium relative to Belden's unsolicited take-over bid at an offer price of C$22.00 per share.

After receiving the recommendation of its Special Committee (the "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 has agreed to recommend to RuggedCom shareholders that they accept the Siemens Offer and tender their shares to the offer.

TD Securities Inc. ("TD Securities"), the financial advisor to RuggedCom, has provided an opinion to the effect that, as of the date of such opinion and based on and subject to the scope of review, assumptions, limitations, and other matters described in such opinion, the consideration offered to RuggedCom shareholders pursuant to the Siemens Offer is fair, from a financial point of view, to RuggedCom shareholders.

Peter Crombie, Chairman of the RuggedCom Board of Directors, said, "The Siemens Offer is the culmination of a thorough and vigorous process run by the Special Committee to identify superior alternatives to the Belden Offer. Given the level of interest from qualified potential parties, the Special Committee facilitated a process to maximize the value on offer for RuggedCom. We believe the Siemens Offer, which has the unanimous support of the RuggedCom Board, provides fair value to our shareholders."

Marzio Pozzuoli, RuggedCom's Chief Executive Officer, said, "We have great respect for Siemens and believe RuggedCom will be well positioned for continued growth and industry leadership under their ownership. We are confident that, in addition to providing excellent value to our shareholders, this transaction will be beneficial to RuggedCom's valued customers and employees over the long term."

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.

Additional Detail Regarding RuggedCom's Value Maximization Process

Following Belden's announcement on December 19, 2011 of its intention to offer C$22.00 per share for RuggedCom, the RuggedCom Special Committee solicited proposals from a number of parties as part of its value maximization process. As a result of this solicitation, RuggedCom received enquiries from a number of parties, including Siemens, expressing an interest in acquiring RuggedCom. The Special Committee and TD Securities engaged in a robust process with each of the parties who expressed an interest in acquiring RuggedCom. This process culminated in the proposed transaction with Siemens. In the view of the Special Committee and the full RuggedCom Board, the Siemens Offer is the most attractive offer made for the shares of RuggedCom and represents the best alternative available for the company and its shareholders. 

Details of the Siemens Offer

The Siemens Offer will be made through a wholly-owned subsidiary and Siemens expects to mail its Take-Over Bid Circular in early February 2012. The Siemens Offer will be open for acceptance for a period of not less than 35 days. The Board of RuggedCom has agreed that its Directors' Circular recommending the Siemens Offer will be mailed to shareholders at the same time as or as soon as reasonably practicable after the mailing of Siemens Take-Over Bid Circular. The full details of the Siemens Offer will be contained in the Take-Over Bid Circular. Copies of the Take-Over Bid Circular and the Directors' Circular will be available online at www.ruggedcom.com and www.sedar.com. RuggedCom shareholders are encouraged to read both documents carefully and in their entirety.

Pursuant to the Support Agreement, RuggedCom may not solicit other offers, but is entitled to consider unsolicited acquisition proposals made by third parties. The Support Agreement also provides for, among other things, customary provisions relating to support of the Siemens Offer by RuggedCom's Board of Directors, right to match covenants in favour of Siemens in the event RuggedCom receives an acquisition proposal that is superior to the Siemens Offer and the payment to Siemens of a termination fee of $15 million if the acquisition is not completed in certain specified circumstances.

The obligation of Siemens to take up and pay for RuggedCom shares pursuant to the Siemens Offer is subject to certain conditions, including a sufficient number of shares being tendered to the Siemens Offer such that Siemens would own at least 66

 
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