Belden, CDT agree to merger of equals

St. Louis, MO; Schaumburg, IL—Belden Inc. and Cable Design Technologies (CDT) announced Feb. 5 that their boards of directors have unanimously agreed to a merger of equals. The combined company will be called Belden CDT Inc. and will be headquartered in St. Louis.

02/05/2004


St. Louis, MO; Schaumburg, IL— Belden Inc. and Cable Design Technologies (CDT) an-nounced Feb. 5 that their boards of directors have unanimously agreed to a merger of equals. The combined company will be called Belden CDT Inc. and will be headquartered in St. Louis.

The merger agreement calls for each Belden share to be exchanged for two shares of CDT. The agreement is subject to certain closing conditions, including approval by Belden and CDT’s stockholders, not to mention

With sales totaling approximately $1.3 billion, Belden CDT will be among the largest U.S.-based manufacturers of high-speed electronic copper cable. The new firm will focus on products for the specialty electronics and data networking markets, including connectivity. Once the merger is completed, Belden CDT will also:

  • Execute the one-for-two reverse stock split, reducing its total number of shares to approximately 46 million shares outstanding.

  • Continue Belden's dividend policy of $0.05 per share quarterly.

  • Provide CDT’s former shareholders with ownership of approximately 45% of the combined company.

  • Provide Belden’s former shareholders with ownership of approximately 55% of the combined company.

  • List the new Belden CDT on the NYSE under a new ticker symbol.

In addition, Bryan Cressey, CDT’s board chairman, will become Belden CDT’s board chairman after the closing. C. Baker Cunningham, Belden’s chairman, president and CEO, will become president and CEO of the combined company. Meanwhile, Ferdinand Kuznik, presently CDT's CEO, and George Graeber, currently CDT's president and COO, will join the office of Belden CDT’s new CEO to provide advice, help integrate the two businesses, and focus on realizing expected synergies. Richard Reece, Belden’s finance VP and CFO will retain the same role in the combined company. Belden CDT’s new board will consist of 10 directors, five designated by each of the companies from their current boards, including 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,' says Cressey. 'These benefits and the strength of the combined balance sheet will provide financial flexibility and set us apart from others in our industry.'

Cunningham adds that, 'The merger of Belden and CDT, both leaders in the cable and wire industry, creates a preeminent supplier of electronic and specialty products. 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 approxi-mately $25 million through the implementation of best practices and elimination of duplicate costs will make us more competitive in providing value to our customers.'

Control Engineering Daily New Desk
Jim Montague, news editor
jmontague@reedbusiness.com





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