Siemens offers more for RuggedCom than Belden
RuggedCom has come to an agreement with Siemens, allowing the company to make an offer to purchase all RuggedCom's common shares for $440 million, which would give Siemens a 13.6% ownership share. Siemens' offer was higher than Belden, which made an unsolicited offer in December 2011.
RuggedCom Inc., (TSX:RCM), announced it has entered into an agreement with Siemens Canada Limited pursuant to which Siemens has agreed to make an offer to purchase all outstanding common shares of RuggedCom by way of take-over bid at a price of $33.00 per share.
Each member of the Board of Directors as well as RuggedCom's Chief Executive Officer and Chief Financial Officer, who together hold 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, is approximately $440 million.
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. 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 $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 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.
The transaction is not yet final. Further details on the offer can be found at:
http://www.ruggedcom.com/about/news/pages/01.30.12/
RuggedCom Inc.
Siemens Inc.
Belden www.belden.com explains more about its Dec. 19 offer:
http://investor.belden.com/ruggedcombid.cfm
- Edited by Chris Vavra, Control Engineering, www.controleng.com
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