Filed by Belden Inc.
Pursuant to Rule 425
Under the Securities Act of 1933, as amended
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934, as amended
Subject Company: Belden Inc.
Subject Company's Commission File No.: 1-12280
This filing relates to a planned merger between Belden Inc. ("Belden") and
Cable Design Technologies Corporation ("CDT") pursuant to the terms of an
Agreement and Plan of Merger, dated as of February 4, 2004 (the "Merger
Agreement"), among CDT, BC Merger Corp. and Belden. The Merger Agreement is on
file with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit
to the Current Report on Form 8-K filed by Belden on February 5, 2004, and is
incorporated by reference into this filing.
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
February 5, 2004
BELDEN AND CDT ANNOUNCE MERGER OF EQUALS
COMBINED COMPANY TO BE NAMED BELDEN CDT INC.
WITH $1.3 BILLION SALES, COMPANY WILL BE A MARKET LEADER IN
HIGH-SPEED ELECTRONIC COPPER CABLE
St. Louis, MO, and Schaumburg, IL -- Belden Inc. (NYSE:BWC) and Cable Design
Technologies (NYSE:CDT) announced today that the boards of directors of the two
companies have unanimously approved and entered into a definitive agreement
providing for a merger of equals. The combined company will be called Belden CDT
Inc. and will be headquartered in St. Louis. Belden CDT--with sales of
approximately $1.3 billion--will be among the largest U.S.-based manufacturers
of high-speed electronic copper cable and will focus on products for the
specialty electronics and data networking markets, including connectivity. The
transaction is expected to be completed during the second quarter of 2004.
Under the terms of the agreement, each Belden share will be exchanged for two
shares of CDT. Upon completion of the merger:
- The combined company will change its name to Belden CDT Inc.
- The company will execute a one-for-two reverse stock split, reducing the
number of shares.
- The combined company is expected to have approximately 46 million shares
outstanding, after the reverse split.
- The combined company will expect to continue Belden's dividend policy of
$0.05 per share quarterly.
- The former CDT shareholders will own approximately 45% of the combined
company and the former Belden shareholders will own approximately 55% of the
combined company.
- The combined company expects to be listed on the NYSE under a new ticker
symbol.
Following the completion of the merger, Bryan C. Cressey, Chairman of the Board
of CDT, will serve as Chairman of the Board of the combined company, and C.
Baker Cunningham, Chairman, President, and Chief Executive Officer of Belden,
will serve as President and Chief Executive Officer
of the combined company. Ferdinand Kuznik, currently CDT's Chief Executive
Officer, and George Graeber, currently CDT's President and Chief Operating
Officer, will join the office of the CEO of Belden CDT Inc. to advise and assist
in the integration of the two businesses and will focus on realizing expected
synergies. Richard K. Reece, Vice President, Finance and Chief Financial Officer
of Belden, will have the same role in the combined company. Key operating
management roles will be as follows:
- Robert Canny, Specialty Products
- David Harden, West Penn Wire
- Robert Matz, Communications Products
- Larrie Rose, Europe
- Peter Sheehan, Networking
- Peter Wickman, Electronics Products
The combined company's board will consist of ten directors, five designated by
each of the companies from their current boards, including Messrs. Cressey,
Cunningham, and Kuznik.
"The merger of Belden and CDT with its synergies is expected to be accretive to
all shareholders. It provides the opportunity to increase shareholder value by
reducing costs, broadening the product portfolio and diversifying core markets,
and combining a deep and experienced management team," said Mr. Cressey. "These
benefits and the strength of the combined balance sheet will provide financial
flexibility and set us apart from others in our industry."
"The merger of Belden and CDT, both leaders in the cable and wire industry,
creates a preeminent supplier of electronic and specialty products," said Mr.
Cunningham. "The combination of well-known specialty brands means that we have a
more comprehensive array of products and a broader range of preferred cabling
and connectivity solutions. Expected synergies of approximately $25 million
through the implementation of best practices and elimination of duplicate costs
will make us more competitive in providing value to our customers," he
concluded.
The signed merger agreement is subject to certain closing conditions, including
approval by the stockholders of both Belden and CDT and approval under the
United States and certain other countries' antitrust laws.
UBS Securities LLC acted as financial advisor to Belden Inc., and Skadden Arps
Slate Meagher & Flom LLP acted as Belden's legal counsel. Credit Suisse First
Boston acted as financial advisor to CDT, and Kirkland & Ellis LLP acted as
CDT's legal counsel.
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In a separate communication today, Belden announced results for the quarter and
year ended December 31, 2003. Also today, CDT announced separately the
preliminary results for its second fiscal quarter ended January 31, 2004. CDT
plans to release final results for that quarter during the week of March 8,
2004.
FORWARD-LOOKING STATEMENTS
This release contains, in addition to statements of historical fact, certain
forward-looking statements. These forward-looking statements involve risk and
uncertainty. Actual results could differ from those currently anticipated due to
a number of factors including those mentioned in documents filed with the SEC by
both Belden Inc. and Cable Design Technologies Corporation. Forward-looking
statements are based on information available to management at the time, and
they involve judgments and estimates. There can be no assurance as to the timing
of the closing of the merger, or whether the merger will close at all, or that
the expected synergies and cost savings will be realized. Factors that could
cause results to differ from expectations include the level of market demand for
the products of the Companies, competitive pressures, economic conditions in the
U.S. and other countries where the Companies operate, working capital needs,
information technology spending, the ability to achieve reductions in costs,
price fluctuations of raw materials and the potential unavailability thereof,
foreign currency fluctuations, technological obsolescence, environmental
matters, industry competition and other specific factors discussed in the Belden
annual report filed with the SEC on Form 10K on March 14, 2003, and the CDT
annual report on form 10K filed with the SEC on October 29, 2003. Belden and CDT
assume no responsibility to update any forward-looking statements as a result of
new information or future developments.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
CDT intends to file with the Securities and Exchange Commission a registration
statement on Form S-4 that will include a joint proxy statement/prospectus and
other relevant documents in connection with the proposed transaction. Investors
and security holders of CDT and Belden are urged to read the joint proxy
statement/prospectus and other relevant materials when the become available
because they will contain important information about CDT, Belden and the
propsed transaction. Investors and security holders may obtain a free copy of
these materials (when they are available) and other documents filed with the SEC
at the SEC's website www.sec.gov. A free copy of the joint proxy
statement/prospectus when it becomes available may also be obtained from CDT at
1901 North Roselle Road, Schaumburg, IL 60195 or from Belden at 7701 Forsyth
Boulevard, Suite 800, St. Louis, MO 63105.
PARTICIPANTS IN THE TRANSACTION
CDT, Belden and their respective executive officers and directors may be deemed
to be participants in the solicitation of proxies from their respective
stockholders with respect to the proposed transaction.
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Information about the directors and executive officers of CDT and their
ownership of CDT shares is set forth in the proxy statement for CDT's 2003
annual meeting of stockholders. Information about the directors and executive
officers of Belden and their ownership of Belden stock is set forth in the proxy
statement for Belden's 2003 annual meeting of stockholders. Investors may obtain
additional information regarding the interests of such participants by reading
the joint proxy statement/prospectus when it becomes available.
NOTE TO FINANCIAL ANALYSTS: There will be a conference call for financial
analysts on Thursday, February 5, 2004, at 10:30 a.m. eastern time with members
of management of both Belden and CDT. To participate in the call, dial
719-457-2617 a few minutes before the scheduled start time. The public may
listen to the call via webcast at investor.belden.com or at www.cdtc.com.
ABOUT BELDEN: Belden is LINKING PEOPLE AND TECHNOLOGY by designing,
manufacturing, and marketing wire, cable, and fiber optic products for the
electronic, electrical and communications markets worldwide. Visit Belden's
website at www.belden.com.
ABOUT CDT: Cable Design Technologies (www.cdtc.com) is a leading designer and
manufacturer of high-bandwidth network connectivity products used in computer
interconnect, switching and wireless applications and electronic data and signal
transmission products that are used in automation and process control and
specialty applications.
CONTACT: Belden Inc.
Dee Johnson, Director of Investor Relations
314-854-8054
Cable Design Technologies
Chuck Cohrs, Treasurer
847-230-1836
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