Concord, Ontario, Canada. February 1, 2012 – RuggedCom Inc., (TSX:RCM), a designer and manufacturer of industrial strength networks for mission-critical applications in harsh environments, has entered into an agreement with Siemens Canada Ltd under which Siemens will purchase all outstanding common shares of RuggedCom. The agreement, announced on January 30, is for a take-over bid price of C$33.00 per share in cash.
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 to remain with the company for the time-being, in line with the Support Agreement. The equity value of the proposed transaction is approximately C$440 million.
The Siemens offer represents a premium of 142% on the closing price of RuggedCom shares on the Toronto Stock Exchange on December 16, 2011. This was the last trading day prior to Belden, Inc. 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 and in consultation with its financial and legal advisors, the Board of Directors of RuggedCom has unanimously decided that the Siemens offer is in RuggedCom’s best interests. And the RuggedCom Board has agreed to recommend to RuggedCom shareholders that they accept the Siemens Offer and tender their shares to the offer.
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 maximise 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 (pictured), RuggedCom’s president and chief executive officer, added, “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 electronics and electrical engineering, operating in the industrial, energy, healthcare, 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.