An anonymous director reports
SIEMENS MAILS OFFER AND TAKE-OVER BID CIRCULAR TO RUGGEDCOM SHAREHOLDERS AND RUGGEDCOM MAILS DIRECTORS' CIRCULAR RECOMMENDING ACCEPTANCE
Siemens Canada Ltd., through its wholly owned subsidiary, has commenced its offer to
acquire all of the outstanding common shares of RuggedCom Inc. for $33
per share in cash, and has mailed the Siemens offer and takeover bid circular to RuggedCom
shareholders. The directors' circular of the board of directors of
RuggedCom has been concurrently mailed with the Siemens offer and
takeover bid circular.
After receiving the recommendation of its special committee, and in
consultation with its financial and legal advisers, the board of
directors of RuggedCom has unanimously determined that the Siemens
offer is in the best interests of RuggedCom. Accordingly, the RuggedCom
board of directors recommends to RuggedCom shareholders that they
accept and tender their common shares to the Siemens offer.
The Siemens offer will be open for acceptance until 8 p.m. (Toronto
time) on March 15, 2012, unless extended, and is conditional upon,
among other things, customary regulatory approvals and there having
been validly deposited (and not withdrawn) at least 66-2/3 per cent of the outstanding common shares (on a fully diluted basis).
The full details of the Siemens offer are contained in the takeover bid
circular of Siemens and directors' circular of the RuggedCom board of
directors. Copies of the takeover bid circular and the directors'
circular are available on-line at the RuggedCom website and on SEDAR. RuggedCom shareholders are encouraged to read both documents carefully
and in their entirety.
Computershare Investor Services Inc. is the depositary for the Siemens
offer. Shareholders can obtain copies of the takeover bid circular
and related materials at no charge from the depositary toll-free at
1-800-564-6253 or by e-mail. The information agent for the Siemens offer is Georgeson Shareholder
Communications Canada Inc. Inquiries should be directed to the information agent toll-free at
1-866-374-9877 or by e-mail. Additional copies of these documents may also be obtained on request
from the information agent.
We seek Safe Harbor.
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