Belden Inc. an American-based signal transmission solutions provider for mission-critical applications, has applied to the Ontario Securities Commission for an order to cease trading with respect to the shareholder rights plan recently adopted by the Board of Directors of RuggedCom Inc. in response to Belden’s all-cash offer to acquire RuggedCom.
Stating that the rights plan constitutes an improper defensive tactic implemented by the Board of Directors of RuggedCom without the approval of RuggedCom shareholders, Belden believes the object and effect of the rights plan is to deprive RuggedCom shareholders of their fundamental right as shareholders to each decide for themselves whether to tender their shares to the offer.
Noting that its offer to purchase all of the outstanding common shares of RuggedCom expires on January 25, 2012, Belden is requesting that the OSC convene a hearing on this matter by no later than January 23, 2012.
Belden firmly believes that its offer delivers strong and fair value to both RuggedCom and Belden shareholders, based on the current market outlook.
Announced on December 19, 2011, Belden’s offer of C$22.00 per share implies a total purchase price of approximately C$280 million and represents a 62% premium to RuggedCom’s pre-offer closing share price of C$13.61 as of December 16, 2011, as well as an 87% premium to the company’s enterprise value as of that date. The offer is not subject to any financing conditions, providing RuggedCom shareholders with certainty of value and immediate liquidity while removing financing, market, and execution risks to shareholders.
Full details of the offer are available in the offer to purchase and take-over bid circular that has been sent to RuggedCom shareholders and filed on SEDAR.