RuggedCom Inc. has provided the following comment regarding the decision of the Ontario Securities Commission early yesterday to hold a hearing regarding the RuggedCom shareholder rights plan on February 6, 2012. This date was set in response to a request from Belden Inc. to the OSC to cease trade the Rights Plan and for the OSC to convene a hearing to discuss the matter no later than January 23, 2012. The Belden Offer currently expires on January 25, 2012. The hearing will determine whether the Rights Plan is allowed to continue to operate.
The Rights Plan is intended to ensure that, in the context of the unsolicited take-over bid for RuggedCom common shares by Belden Inc., the Board has sufficient time to explore and develop strategic alternatives that are in the best interests of RuggedCom and its shareholders. The Rights Plan also seeks to ensure the fair treatment of shareholders and to provide them with adequate time to properly assess any potential take-over bid without undue pressure.
Peter Crombie, Chairman of the RuggedCom Board of Directors, said, “We are pleased that the OSC has decided to wait until early February to hold a hearing on the Rights Plan. Since Belden first announced its intention to make an unsolicited offer for RuggedCom just prior to the holidays, we have been engaged in a thorough and vigorous process aimed at securing alternatives that have the potential to provide greater value to RuggedCom shareholders. While there can be no assurance that this process will result in a transaction, we are certainly encouraged by the nature of discussions with potential bidders thus far.”
A number of bidders have entered into confidentiality and standstill agreements with RuggedCom. These bidders are continuing to actively conduct a detailed due diligence review of confidential information relating to RuggedCom. The Board continues to believe that the ongoing process undertaken by the Special Committee of the Board of Directors of RuggedCom demonstrates that RuggedCom is highly strategic and attractive to various third parties that are in a position to propose a financially superior alternative to the Belden Offer.
The RuggedCom Board reiterates its unanimous recommendation that shareholders reject the Belden Offer and not tender their shares. Tendering shares to the Belden Offer before the Board and its advisors have had an opportunity to fully explore all available alternatives to the Belden Offer may preclude the emergence of a financially superior alternative transaction. As outlined in the January 4, 2012 Directors’ Circular, the RuggedCom Board concluded that the Belden Offer is inadequate and not in the best interests of RuggedCom or its shareholders. RuggedCom encourages shareholders to read the Directors’ Circular in its entirety.
How to Withdraw Your Shares From the Inadequate Belden Offer
Shareholders with questions about the Directors’ Circular or who may have already tendered their shares to the Belden Offer and wish to withdraw them are asked to contact RuggedCom’s information agent, Georgeson Shareholder Communications Canada Inc., at 1-866-374-9877 or firstname.lastname@example.org.