A Canadian maker of industrial networking switches is being chased by competitor which says it will soon make an unsolicited CDN$280 million bid for the company.
It could turn out to be a fight between a billion-dollar U.S. company and a much smaller firm.
RuggedCom Inc. of Concord, Ont., which makes wired and wireless switches and routers found in electrical power stations and factories was cool to Monday's announcement that Belden Inc. will make an all-cash offer to buy all of the stock of the Canadian company for $22 a share.
"RuggedCom cautions its shareholders that Belden has not made a formal offer and no action is required by RuggedCom shareholders at this time," the company replied in a statement. "RuggedCom recommends that shareholders take no action until shareholders have received further communications from RuggedCom's board of directors."
RuggedCom's board has formed a special committee to consider any offer and hired outside legal and financial firms for advice. But it also added it is the committee's preliminary view Belden's timing and approach is "highly opportunistic and that Belden's offer clearly undervalues RuggedCom."
Belden said in a statement that its offer to RuggedCom [TSX: RCM] shareholders will filed "in the days to come." It will hold a conference call Tuesday.
Based in St. Louis, Belden makes networking, cable and connectivity products for enterprises, industrial automation, education, healthcare, transportation and other industries.
Its brands include Hirschmann hardened Ethernet switches, Belden fibre optic connectors and communications cables, Belden networking racks and enclosures and Lumberg Automation connectors for the automotive industry.
It has operations around the world including Canada.
In 2010, Belden [NYSE: BDC] had net income of US$108 million on revenue of US$1.6 billion. By contrast for its fiscal year that ended Sept. 30, RuggedCom had net income of $1.8 million on revenue of $28.6 million.
The battle will mark another in a series of fights for publicly-traded Canadian IT companies. Earlier this year Sterling Partners of Chicago beat Ottawa's WiLAN Inc. in a struggle over Ottawa's Mosaid Technologies Inc. In that case Mosaid welcomed the Sterling bid.
California's Microsemi Corp. was forced to raise its bid to win Ottawa's Zarlink Semiconductor Inc.
Belden said its bid for RuggedCom will be $22 a share. In a note to investors, National Bank Financial analyst Kris Thompson suspects RuggedCom will be able to get Belden or a white knight to push the bidding up to $28 a share. "RuggedCom deserves a premium given its market leadership," he wrote.
A new owner could cut at least $11 million from RuggedCom's annual operations expenditures, Thompson argued, or about 20 per cent of its budget. RuggedCom has what appears to be strong revenue growth, he also noted.
General Electric or Cisco Systems Inc., which both have rugged networking equipment lines, could be bidders.
RuggedCom shares had been trading in the $22 range in the summer but since dropped off to $13 last week. But this morning it leapt back to $22.
In a statement explaining its bid, Belden CEP John Stroup said "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."