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Belden Announces Plan to Acquire Enterprise Wireless Technology Leader Trapeze Networks
Acquisition expands Belden's enterprise offerings to cover the full range
of wired and wireless communication solutions for voice, video and data
ST. LOUIS, Jun 6 /PRNewswire-FirstCall/ -- Belden (NYSE: BDC) has
entered into a definitive agreement to acquire Trapeze Networks, a leading
provider of wireless local area networking (WLAN) equipment and management
software, for $133 million in cash. The acquisition builds on Belden's
market-leading position as a complete signal transmission solutions
provider by adding a recognized leader in the wireless LAN market.
Wireless extends the reach of Belden's physical-layer cable and
connectivity products and enables the company to address the growing
mobility needs of customers. "Belden's strategic vision is to provide the
best signal transmission solutions to our customers regardless of
technology," said John Stroup, President and Chief Executive Officer of
Belden. "We believe the acquisition of Trapeze Networks uniquely positions
Belden to offer our enterprise customers tailored connectivity solutions
that benefit from blending the strengths of copper, fiber and wireless
technologies. Trapeze Networks Smart Mobile wireless LAN solutions deliver
superior performance, security, reliability and management capabilities,
making this a highly attractive wireless investment for Belden's future.
The acquisition will make Belden the world's largest unified wired and
wireless solutions provider and will provide expanded market access for
Trapeze Networks' Smart Mobile solutions.
"We believe we are at an inflection point in enterprise wireless LAN
expansion, a market that is already growing nearly 25 percent per year, and
that wireless connectivity is no longer considered a luxury but is a
customer expectation," added Mr. Stroup.
Trapeze Networks, a privately held company based in Pleasanton,
California, with 2007 revenues of $56 million, sells its products into
healthcare, education, manufacturing, retail, government and other
enterprise verticals through OEMs and distribution channels. The Trapeze
product portfolio is an end-to-end WLAN system built on a highly scalable
and secure wireless operating system running on Trapeze Networks access
points and controllers and features the industry's most robust management
software capabilities. More than 4,000 organizations around the world have
deployed Trapeze wireless platforms.
Jim Vogt, President and Chief Executive Officer of Trapeze, said,
"During the past six years, enterprise customers around the world have
invested in Trapeze Networks Smart Mobile because they can depend on it for
constant connectivity and reliable mobility. The superior performance and
cost benefits of our highly acclaimed wireless LAN products have fueled our
global growth through distribution and through our OEM relationships with
3Com, Enterasys, Nortel and other large networking companies. Our customers
can now be assured of continued product innovation and new capabilities
from the combined resources of Belden and Trapeze."
Impact on Belden's Outlook
Because Trapeze Networks sells software as well as hardware and
services, the company is required under accounting principles generally
accepted in the United States to defer and amortize certain revenues over
the lives of contracts until it can establish vendor-specific objective
evidence of the fair market value of each separate deliverable. The
majority of Trapeze Networks' revenue is deferred and is typically
amortized over periods of a year or more. This accounting treatment makes
the acquisition more dilutive to Belden's expected earnings in 2008 and
2009 than would otherwise be the case.
John Stroup said, "The acquisition of Trapeze Networks furthers our
strategy, and we expect that it will provide a return on invested capital
for Belden consistent with or better than that of our successful 2007
acquisitions. We expect that the total dilutive impact of revenue deferral
and amortization for 6 months in 2008 to be $0.15 to $0.20 and in 2009
$0.25 to $0.30. Despite this impact, we expect the transaction to be
neutral in operating cash flow in 2008 and a positive contributor to
operating cash flow in 2009 and beyond.
"The expected dilution from the Trapeze acquisition, including the
impact of revenue deferral and the recurring amortization of intangible
assets resulting from the purchase, but excluding short-term, nonrecurring
amortization, will be in the range of $0.27 to $0.32 in 2008 and $0.25 to
$0.30 in 2009," said Mr. Stroup. "We expect that the acquisition will be
accretive on a GAAP basis in 2010 and beyond.
"Our outlook for 2008 remains unchanged except for the expected effects
of the planned acquisition. Because of the mid-year timing of the closing
of this transaction and the deferral of Trapeze Networks' revenue, our
expectations for consolidated revenue remain in the range of $2.2 to $2.3
billion. We expect our operating margin to be in the range of 11 to 12
percent, and we are adjusting our expectation for 2008 earnings per diluted
share to the range of $3.15 to $3.35."
Conference Call
Belden will host a conference call with investors and analysts at 8:30
a.m. eastern time on Monday, June 9, 2008 to discuss the acquisition. To
participate in the conference call, please dial 1-866-304-1238 or
1-913-312-6650 (no passcode is required). To listen to the Webcast, please
go to http://investor.belden.com/MediaList.cfm. A slide presentation
supporting the conference call will be available within the Webcast and
will be posted at investor.belden.com. A telephonic replay of the
conference call will be available for a limited time at 1-888-203-1112 with
the passcode 4537617.
Forward Looking Statements
Statements in this release other than historical facts are "forward
looking statements" made in reliance upon the safe harbor of the Private
Securities Litigation Reform Act of 1995. These forward looking statements
are based on forecasts and projections about the industries served by the
Company and about general economic conditions. They reflect management's
beliefs and expectations. They are not guarantees of future performance and
they involve risk and uncertainty. The Company's actual results may differ
materially from these expectations. Some of the factors that may cause
actual results to differ from the Company's expectations include demand for
the Company's products; the cost and availability of materials including
copper, plastic compounds derived from fossil fuels, and other materials;
energy costs; the Company's ability to integrate successfully the acquired
businesses; and other factors. For a more complete discussion of risk
factors, please see our Annual Report on Form 10-K for the year ended
December 31, 2007, filed with the SEC on February 29, 2008. Belden
disclaims any duty to update any forward looking statements as a result of
new information, future developments, or otherwise.
About Belden
Sending All the Right Signals -- from industrial automation to data
centers, from broadcast studios to aerospace, from cutting-edge wireless
communications to consumer electronics, Belden people are committed to
delivering the best signal transmission solutions in the world. Our 8,000
associates worldwide work in copper cable, fiber, wireless technology,
connectors, switches and active components to bring voice, video and data
to your mission-critical application. With 2007 revenue of $2.0 billion,
Belden has manufacturing capability in North America, Europe and Asia. To
obtain additional information contact Investor Relations at 314-854-8054,
or visit our website at http://www.belden.com.
About Trapeze Networks
Trapeze Networks is a leading provider of enterprise wireless LAN
equipment and management software. Trapeze was the first company to
introduce NonStop Wireless -- delivering unmatched reliability to the
enterprise wireless LAN and its solutions are optimized for companies
requiring mobility and high bandwidth such as healthcare, education, and
hospitality. Trapeze delivers Smart Mobile(TM) -- providing scalable
wireless LANS for applications such as Voice over Wi-Fi, location services,
and indoor/outdoor connectivity.
From: Belden
Dee Johnson
Director, Investor Relations and Corporate Communications
314.854.8054

