Filed by Cable Design Technologies Corporation Pursuant to Rule 425 the Under the Securities Act 1933 Subject Company: Belden Inc.
the And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company’s Commission File No.: 1-12280
BELDEN CDT INC. COMBINING TO CREATE A PREEMINENT SUPPLIER IN THE ELECTRONIC CABLE INDUSTRY
Safe Harbor Statement/M&A Disclosure
certain announcement may contain, in addition to historical information, Actual as a result of a and Cable Design Technologies’ filings with the Securities and Exchange Those risks include, among other things, the economies in There can be no assurance that the The companies assume no This forward-looking statements that involve risks and uncertainties. results could differ materially from those currently anticipated number of factors, including risks and uncertainties discussed in Belden’s Commission. North America and Europe in general and the specific marketplaces of Belden and Cable Design Technologies (CDT), rapid technological change, price fluctuations or shortages of raw materials, the competitive environment of the wire and cable industry, and those risks generally associated with the integration of the two companies. merger will close, as to the timing of the closing, that the companies will be integrated successfully or without unanticipated costs or that anticipated synergies or other benefits will be realized. obligation to update any forward-looking statements as a result of new information or future events or developments.
A Preeminent Combination in Electronic Cable
Economy & Scale
Product Breadth and Market Diversity
Channel Coverage & Customer Relationships
Strong Balance Sheet and Financial Flexibility
Transaction Summary Overview
Name: Combined company to be called Belden CDT Inc.
Will continue to trade on the NYSE under a new ticker
Consideration: All stock, tax-free transaction
Fixed exchange ratio of 2.00 CDT shares for every Belden share CDT and Belden shareholders will each own approximately 45% and 55% of the combined company, respectively Belden dividend policy to remain
Timeline: Target closing during calendar quarter ending June 2004
Financial Impact: Accretive in Year 1 with synergies
Key Conditions: CDT and Belden shareholder approval
Regulatory approval and other customary conditions
3
Transaction Summary Overview (Cont’d)
Key Statistics: 2003 pro forma revenue and EBITDA of approximately $1.3 billion and $118 million with synergies, respectively Pro forma cash balance of approximately $116 million Pro forma market capitalization approaching $1 billion Approximately 6,800 people worldwide
Leadership: Bryan C. Cressey, current CDT Chairman, will be Chairman of the combined company C. Baker Cunningham, current Belden Chairman and CEO, will be President and CEO of the combined company
Board of Directors: 5 Belden 5 CDT
Key Locations: Headquarters in St. Louis, Missouri
36 manufacturing facilities throughout North America and Europe Distribution and sales locations worldwide
Organizational Structure
Board of Directors Bryan Cressey Chairman
Baker Cunningham President & CEO
Ricky Reece CFO
Fred Kuznik Integration Officer
Robert Matz Comm. Products
George Graeber Integration Officer
Larrie Rose Europe
Robert Canny Specialty Products
David Harden West Penn
Peter Sheehan Networking
Peter Wickman Products Elec.
Management will have over 150 years of industry experience
A Preeminent Supplier in the Electronic Cable Industry
Product Breadth and Market Diversity
Strong positions in diverse, attractive end markets including electronics, safety and security, aerospace, automotive, premise, broadcast/entertainment, and communications
Economy & Scale
Manufacturing in nine different countries
$1.3 billion in revenue
56% revenue in North America, 44% rest of world f Stronger presence in Europe
Channel Coverage & Customer Relationships
A significant supplier to major distributors such as Anixter and Graybar
Diverse channels
Key OEM relationships
Financial Flexibility
Strong cash flow
Conservative balance sheet
Improved access to capital
Electronic Cable Landscape
Benchmarking Pro Forma Sales
Pro Forma EBITDA Benchmarking (Combined Belden CDT includes $25 million in Synergies)
Pro forma for CommScope acquisition of Avaya Solutions Recently emerged from bankruptcy; pro forma for “reorganization and fresh start adjustments” per SEC filing Form 10 Notes: 1 2
Improved position in the $59 Billion Wire and Cable Industry
Pro Forma Revenue
Communications $24
orking $123 Netw
Electronics $425
orking $228 Netw
Communications $279
Specialty/Elecronic $243
(1) $494 million
(2) $827 million
Communication 302
Electronics $6 668
orking $351 Netw
CDT revenue shown for the twelve months ended October 31, 2003. Belden revenue shown for the twelve months ended December 31, 2003. (1) (2)
$1.3 billion .
Addressing High Value End-Markets
Industry
CATV Automotive Aerospace Telecom Industrial Networking/ Enterprise
BELDEN CDT
CommScope ACS
Nexans
General Cable
Draka
Superior Essex
Major Presence
Presence
Not a Significant Presence
...With Leading Brands and Products
End Markets
Networking / Enterprise /
Industrial
Telecom Aerospace Automotive
Products/Brands
Nordx IBDN
Mohawk
DataTwist High Speed Category Products
Bonded Pairs
Belden Classics
Robotic Products
Factory Floor Automation
Broad range of products
Central Office
Services
High-temperature seamless tape
High-performance products for aircraft and defense
Aircraft entertainment cable
GPS cable
High-performance engine management cables
Broad product line with capabilities to manufacture new, high bandwidth products and deliver end-to-end network infrastructure solutions
Specialty Electronic Segment
Products/Applications Drivers
Markets
Industrial Process Control
Security & Detection
Digital Networks
Factory floor automation Robotic systems Ethernet-based systems
Access control management Government regulations Technology development
Increased Productivity Security Reliability
Manhattan DataTufff(r) XtraGuard(r)
West Penn Products Video over TP LAN High-speed Coax cable Secure shielded audio cables
Nordx IBDN Belden Bonded-Pairs Installable Performance Mohawk Category Cables
Increased market diversity and focus on high margin products
Specialty Electronic Segment (Cont’d)
Products/Applications Drivers
Markets
Aerospace/ Aviation
Automotive
Broadcast/Entertainment
New aircraft construction Replacement of aging fleet FAA mandated upgrades
Engine efficiency On-board electronics Oxygen sensors
Sports stadiums Digital Studios Major Events
Fuel and engine system cables Seamless Tape Wrap Cables
Engine microelectronic cable Navigation systems cable On-board entertainment cable
Brilliance Products High-speed Coax camera cable Hybrid cables Service Management
Increased market diversity and focus on high margin products
Communications Market
US and With telecom cable demand cut in half since 2000, Belden’s North America communications business has underperformed The continued business provides products to key customers in the Europe:
Belden is currently evaluating strategic alternatives for the North American business.
Leverage key relationships Address excess capacity Evaluate strategic alternatives
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Communications Business Strategy:
Geographic Diversity
ROW 33%
ROW 19%
Europe 22%
(2) $827 million
US 54%
Europe 13%
US 59%
ROW 25%
(1) $494 million
US 56%
CDT revenue shown for the twelve months ended October 31, 2003. Belden revenue shown for the twelve months ended December 31, 2003. (1) (2)
Europe 19%
$746MM $249MM $326MM Considerably more scale in each market: US Europe ROW
$1.3 billion .
Combined Company Synergies
Identified Synergies
Purchasing/Logistics Corporate costs Best practices Facilities optimization Economies of scale Less incremental costs, benefits & compliance
Plus
Further working capital reductions Capital avoidance Leveraging brands and customer relationships
Identified annual synergies, net $25 million
months to arrive at full-synergy run-rate of $25 million/year 18-24
Channel Coverage and Customer Relationships
Key Distributor Relationships
End Customers and Specifiers
OEMs
Strong Financial Position
Combined
$1,321M $46M $93M $16M
Combined With Full Synergies
$1,321M $70M $118M $32M
Sales EBIT EBITDA Net Income
$494M $23M $41M $8M
$827M $23M $52M $8M
CDT financials based on last twelve months ended 10/31/03 Belden financials based on last twelve months ended 12/31/03 Financials are pro forma for unusual items including reduced depreciation due to impairment charge. Note:
Financial Flexibility
Combined (See Note)
$116M $110M $202M $4M $316M $694M
Cash Convertible Debentures Private Placement Notes Other Debt Total Debt Equity
$38M $110M $0 $4M $114M $289M
$95M $0 $202M $0 $202M $274M
22% 2.2x 1.7x
Net Debt to Total Capitalization Net Debt / EBITDA (before synergies) Net Debt / EBITDA (with synergies)
Combined financials reflect transaction fees and change of control payments of $17M and equity step-up of $131M. Note:
Creating the Preeminent Supplier in the Electronic Cable Industry
Strong Strategic Rationale
• Wire and cable industry continues to consolidate
• Leading position in key end-markets
• Strong management vision
• Leading industry consolidation
New Industry Leader with Significantly Increased Scale
• Broad product offering
• Well recognized brand names
• Strong balance sheet and improved financial flexibility
Global Footprint, Strategic Positioning
• Global scale and presence
• Key relationships with distributors, OEMs and customers
Additional Information and Where to Find It
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. Cable Design Technologies Corporation (CDT) intends to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 and CDT and Belden Inc. (Belden) intend to file a joint proxy statement/prospectus and other relevant documents in connection with the proposed transaction. 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 proposed
transaction. 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.
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.