Siemens Canada Limited announced today that it has been successful in the acquisition, by its wholly-owned subsidiary of the outstanding common shares of rugged communications networking solutions provider RuggedCom Inc. for $33.00 per Common Share in cash, and that the Offer has expired.
12,556,180 Common Shares have been validly deposited to the Offer and not withdrawn. As all of the conditions of the Offer have been satisfied or waived, the Offeror has taken up and accepted for payment in accordance with the Offer all of the Deposited Common Shares. At the commencement of the Offer, Siemens and the Offeror, together with their affiliates and associates, held none of the outstanding Common Shares. The Offeror now owns 12,556,180 Common Shares, representing approximately 97.6 per cent of the outstanding Common Shares. The Deposited Common Shares were acquired by the Offeror for consideration of $33.00 in cash per Common Share.
As contemplated by the Support Agreement, the Board of Directors (and committees of the Board of Directors) of RuggedCom will be reconstituted to include a number of directors designated by Siemens that is proportionate to Siemens’ shareholdings in RuggedCom.
As more than 90 per cent of the outstanding Common Shares were deposited to the Offer, Siemens intends to acquire all of the remaining Common Shares not deposited under the Offer pursuant to the compulsory acquisition provisions of the Business Corporations Act (Ontario). Siemens further intends to cause the Common Shares to be de-listed from the Toronto Stock Exchange and to cause RuggedCom to cease to be a reporting issuer under applicable securities laws as soon as possible.