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Belden Plans to Buy RuggedCom

ST. LOUIS — Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, today announced its intention to make an all-cash offer to acquire RuggedCom Inc. for C$22.00 per share, which implies a total purchase price of approximately C$280 million (the “Offer”).

Highlights

  • Combined company would be a clear leader in the industrial networking solutions market;
  • All-cash offer of C$22.00 per RuggedCom share;
  • Offer represents a substantial 62% premium to the closing RuggedCom share price of C$13.61 as of December 16, 2011;
  • Cash offer provides immediate value for RuggedCom shareholders;
  • Offer is not subject to any financing contingency.

Under the terms of the Offer, Belden will propose to acquire all of the outstanding RuggedCom common shares for C$22.00 in cash per share. This represents a 62% premium to the closing share price of C$13.61 as of December 16, 2011. Importantly, given the net cash position of RuggedCom's balance sheet, the offer also represents an 87% premium to the enterprise value as of that date.

“For RuggedCom shareholders, the Offer is compelling in that it provides certainty of value and immediate liquidity at an attractive premium to RuggedCom's pre-offer share price,” said John Stroup, President and CEO of Belden. “This Offer is grounded in Belden's growth strategy to enhance our global networking business portfolio. We believe that the combined company would be a technology leader in Belden's target market segments and would deliver considerable value for Belden customers and shareholders, as well as provide growth opportunities to RuggedCom employees.”

Headquartered in Concord, Ontario, Canada, RuggedCom is a leading provider of rugged communications networking solutions designed for harsh environments, including those found in electrical power substations, oil refineries, military applications, intelligent transportation and metals and minerals processing.

Belden and RuggedCom have highly complementary business models and technologies. The acquisition of RuggedCom would accelerate the growth of Belden's networking business in the electric power transmission and distribution and transportation sectors. Belden's global footprint, with manufacturing facilities in North America, South America, Europe and Asia and a market presence in nearly every region in the world, coupled with its diverse networking business portfolio – including Byres, GarrettCom and Hirschmann – provides a broader platform and market reach upon which to leverage RuggedCom's talent and capabilities.

Belden has a longstanding presence and growing business interests in Canada, where RuggedCom's facilities are primarily located, with established Belden operations in Montreal, Cobourg and Vancouver.

Funding

The Offer is not subject to any financing conditions. Belden has sufficient cash and previously committed financing in place to pay for the consideration payable under the Offer and associated expenses.

The Offer

Full details of the Offer will be set out in an Offer to Purchase and Circular, which will be filed with the Canadian securities regulators in the days to come and will be available at www.sedar.com and subsequently mailed to RuggedCom's shareholders. The Offer will remain open for at least 35 days following commencement of the Offer. The Offer will be subject to certain conditions, including there having been validly deposited under the Offer and not withdrawn at the Expiry Time that number of Common Shares which, together with any Common Shares owned by the Offeror or its affiliates (if any), represents not less than 66 2/3% of the Common Shares outstanding (calculated on a fully-diluted basis), and the Offeror having determined that there shall not exist and shall not have occurred, and that the Offer if completed, will not be reasonably likely to cause or result in, a Material Adverse Effect.

Advisors and counsel

Belden's financial advisor in connection to the Offer is Goldman, Sachs & Co., with Osler, Hoskin, Harcourt LLP acting as Canadian legal counsel. Hill + Knowlton Strategies Canada is acting as communications advisor.

Kingsdale Shareholder Services Inc. has been retained as depositary and information agent for the Offer. Shareholders may contact Kingsdale toll-free in North America at 1-888-518-1565, or collect from outside North America at 416-867-2272, or by email at contactus@kingsdaleshareholder.com.

{complink 9647|Belden Inc.}

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