Siemens Acquires Approximately 97.6% of the
Issued and Outstanding Shares of RuggedCom
For Immediate Release
For Immediate Release
Concord, Ontario, Canada (March 16, 2012) – RuggedCom Inc., (“RuggedCom”) (TSX:RCM), a leading provider of rugged communications networking solutions designed for mission-critical applications in harsh environments, announced today that as of 8:00 pm (Toronto time) on March 15, 2012, approximately 12,556,180 RuggedCom common shares had been tendered to the offer (the "Offer") made by a wholly-owned subsidiary of Siemens Canada Limited ("Siemens") to acquire all of the outstanding common shares of RuggedCom. The tendered common shares represent approximately 97.6% per cent of the outstanding common shares of RuggedCom, on a fully diluted basis. All RuggedCom common shares deposited have been taken up, and payment for such common shares is to be made by Siemens within three business days of take-up.
RuggedCom understands that Siemens intends to acquire all outstanding RuggedCom common shares not tendered to the Offer through a compulsory acquisition under the Ontario Business Corporations Act. RuggedCom also understands that Siemens intends to apply to delist the RuggedCom common shares from the Toronto Stock Exchange as soon as practicable after the completion of the compulsory acquisition.
RuggedCom is a leading provider of rugged communications networking solutions designed for mission-critical applications in harsh environments. RuggedCom's technology solutions include Ethernet switches, network routers, wireless devices, serial servers, media converters, software and professional services. RuggedCom's products are designed for use in harsh environments such as those found in electrical power substations and "Smart Grids", intelligent transportation systems, industrial process control and military applications.
This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements include all disclosure regarding possible events and conditions that is based on assumptions about future economic conditions and courses of action. RuggedCom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements are based on RuggedCom's current plans, estimates, projections, beliefs and opinions, and RuggedCom does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change, except as required by law. When used in this news release, words such as "plans", "expects", "intends", "anticipates", "will", "believes" or variations of such words and phrases often, but not always, identify forward-looking statements. The forward-looking information in this news release includes, but is not limited to, Siemens' intentions to acquire all outstanding RuggedCom common shares not tendered to the Offer through a compulsory acquisition and delist the RuggedCom common shares from the Toronto Stock Exchange. Although RuggedCom believes that the expectations reflected in such forward-looking statements are reasonable, all forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. The factors which could cause actual results or events to differ materially from current expectations include, but are not limited to: Siemens's ability to consummate the proposed transaction in the time period contemplated, if at all; continued growth in RuggedCom's key markets; RuggedCom's ability to manage its growth; RuggedCom's dependence on the electric power industry; the impact of the global financial crisis; foreign currency fluctuations; RuggedCom's ability to identify suitable acquisitions at reasonable prices and its ability to manage their integration; changes in environmental and other regulation; RuggedCom's reliance on key personnel; RuggedCom's reliance on third-party suppliers, contract manufacturers and channel partners; RuggedCom's ability to protect its intellectual property; rapid technological change; potential product liability claims; RuggedCom's dependence on certain licensed intellectual property; potential infringement by RuggedCom of third party intellectual property rights; and other factors identified under the headings "Risks and Uncertainties" in RuggedCom's management's discussion and analysis for the third quarter ended December 31, 2011, and "Risk Factors" in RuggedCom's annual information form dated June 15, 2011, each filed on SEDAR at www.sedar.com.
RuggedCom Shareholder contact:
Georgeson Shareholder Communications Canada Inc.
1 866 374 9877
RuggedCom Media contact:
Longview Communications Inc.
416 649 8007