Woodhead (NASDAQ:WDHD)
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Molex Incorporated (NASDAQ:MOLX)(NASDAQ:MOLXA) today
announced that antitrust clearance under the German Act Against
Restraints of Competition was granted on August 3, 2006 with respect
to the proposed acquisition of Woodhead Industries, Inc.
(Nasdaq:WDHD). As previously announced, the waiting period under the
United States Hart-Scott-Rodino Antitrust Improvements Act of 1976
applicable to the transaction previously expired. As a result, the
foregoing antitrust conditions to the completion of the acquisition
have been satisfied.
Under the terms of a merger agreement between Molex and Woodhead,
which was approved by the boards of directors of both companies, a
wholly-owned subsidiary of Molex commenced a tender offer on July 10,
2006 for all outstanding shares of Woodhead at a price of $19.25 per
share in cash. Consummation of the tender offer would be followed by a
second step merger at the same price. The tender offer is conditioned
upon, among other things, there being validly tendered and not
withdrawn prior to the expiration of the offer a majority of
Woodhead's common shares on a fully-diluted basis. The offer and
withdrawal rights will expire at 12:00 midnight New York City time, on
Friday, August 4, 2006, unless the offer is extended.
William Blair & Company, L.L.C. is serving as dealer manager in
connection with the tender offer. Georgeson Inc. is acting as
information agent in connection with the tender offer.
About Molex
Molex is based in Lisle, Illinois and is a 68-year-old
manufacturer of electronic components, including electrical and fiber
optic interconnection products and systems, switches and integrated
products, with 58 plants in 19 countries throughout the world.
About Woodhead
Woodhead, based in Deerfield, Illinois, develops, manufactures and
markets network and electrical infrastructure products engineered for
performance in harsh, demanding, and hazardous industrial environments
and operates from 21 locations in 10 countries spanning North America,
Europe and Asia/Pacific.
Notice to Investors:
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer is being made pursuant to a tender offer
statement on Schedule TO (including the Offer to Purchase, Letter of
Transmittal and other related tender offer materials), as amended,
filed by Molex and MLX Acquisition Corp. with the SEC. In addition,
Woodhead has filed a solicitation/recommendation statement on Schedule
14D-9, as amended, with the SEC with respect to the tender offer. The
tender offer statement (and related materials), as amended, and the
solicitation/recommendation statement, as amended, contain important
information that should be read carefully before any decision is made
with respect to the tender offer. Those materials may be obtained for
no charge upon request to Georgeson Inc., the information agent for
the tender offer, by calling toll-free at 1-866-695-6078. In addition,
all of those materials (and all other offer documents filed with the
SEC) will be available at no charge on the SEC's Web site at
www.sec.gov.
Statements in this press release regarding the proposed
acquisition of Woodhead, including statements regarding the timing and
consummation of the transaction and any other statements about
managements' future expectations, beliefs, goals, plans or prospects
constitute forward looking statements that are based on management's
beliefs, certain assumptions and current expectations. Any statements
that are not statements of historical fact (including statements
containing the words "believes," "will," "plans," "anticipates,"
"expects" and similar expressions) should also be considered to be
forward looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward looking statements, including the
level of stockholder acceptance of the proposed transaction, any
competing transactions, satisfaction of the remaining conditions to
the tender offer, other factors which may affect the Company's
business, financial condition, results of operations, properties or
prospects, and other factors described in Molex's Annual Report on
Form 10-K for the year ended June 30, 2006, Woodhead's Annual Report
on Form 10-K for the year ended September 30, 2005 and their
respective subsequent SEC filings. Molex and Woodhead disclaim any
intention or obligation to update any forward-looking statements as a
result of developments occurring after the date of this document.