Exhibit (a)(6)
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7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
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Phone: 314.854.8000
Fax: 314.854.8003
www.Belden.com
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News Release
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Belden
Dee Johnson
314.854.8054 |
For Immediate Release April 3, 2007
BELDEN ANNOUNCES AMENDMENT AND EXTENSION OF EXCHANGE OFFER FOR ITS 4.00%
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023
ST. LOUIS, MissouriBelden (NYSE: BDC) announced today that it has amended its offer to exchange
up to $110 million aggregate principal amount of its new 4.00% Convertible Subordinated Debentures
due 2023, or new debentures, for an equal aggregate principal amount of its currently outstanding
4.00% Convertible Subordinated Debentures due 2023, or old debentures. The exchange offer has been
amended to, among other things:
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increase the exchange fee to be received by holders who tender their old debentures and
do not withdraw them prior to the consummation from $2.50 to $6.25 per $1,000 principal
amount of old debentures accepted for exchange; |
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extend the expiration of the exchange offer until 5:00 p.m., New York City time, on
Thursday, April 19, 2007, unless further extended or earlier terminated; |
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require Belden upon conversion to pay cash up to the principal amount of the new
debentures and to pay any conversion consideration in excess of the principal amount only
in shares of its common stock (as opposed to cash, at Beldens option, for any excess
amount pursuant to the previous terms); and |
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make upward revisions to the conversion rate adjustments payable in specified
circumstances upon conversions of the new debentures in connection with certain changes in
control that occur prior to July 21, 2008. |
As of
April 2, 2007, $8,425,000 aggregate principal amount of old
debentures, representing approximately 7.66% of the outstanding
principal amount of the old debentures, had been tendered for
exchange.
Belden will file with the Securities and Exchange Commission Amendment No. 2 to the Tender Offer
Statement on Schedule TO containing the changes described above, as well as certain other
information. In addition, on or about April 4, 2007, Belden will mail to all holders of the old
debentures an offering circular
supplement that amends and supplements the previously distributed offering circular dated March 5,
2007. Holders of old debentures are encouraged to consider these materials carefully before making
any decision with respect to the exchange offer because they contain important information.
This news release is neither an offer to sell nor the solicitation of an offer to buy securities
and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any
person to whom, such an offer, solicitation or sale is unlawful.
Forward-Looking Statements
Statements in this release other than historical facts are forward-looking statements. These
forward-looking statements are based on forecasts and projections about the industries served by
the company and about general economic conditions. They reflect managements beliefs and
expectations. They are not guarantees of future performance and they involve risk and uncertainty.
The companys actual results may differ materially from these expectations. Some of the factors
that could cause actual results to differ from expectations include general economic and market
conditions and other factors beyond the companys control. Please see the Risk Factors in Beldens
Annual Report on Form 10-K filed March 1, 2007, for additional information about factors that could
cause the companys results to differ from expectations.
The forward-looking statements contained in this news release include statements related to the
exchange offer. The exchange offer is subject to market and other customary conditions and there
can be no assurance that the company will continue with the exchange offer or with the acceptance
of old debentures and issuance of new debentures. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this news release. Except for
its ongoing obligations to disclose material information under the federal securities laws, Belden
disclaims any duty to update any forward-looking statements as a result of new information, future
developments or otherwise.
About Belden
Belden is a leader in the design, manufacture, and marketing of signal transmission products for
data networking and a wide range of specialty electronics markets including entertainment,
industrial, security and aerospace applications. To obtain additional information contact Investor
Relations at 314-854-8054, or visit our website at www.belden.com.
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