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