In connection with the tender offers, Belden is soliciting consents to certain proposed amendments to eliminate substantially all of the restrictive covenants and certain events of default in the respective Indentures. Belden is offering to make a consent payment (which is included in the Total Consideration described above) of $30.00 per $1,000 principal amount of Notes to holders who validly tender their Notes and deliver their consents prior to the Consent Expiration. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. No consent payments will be made in respect of Notes tendered after the Consent Expiration.Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m. ET on August 24, 2012 (the “Withdrawal Time”), but generally not afterwards. Any extension, delay, termination or amendment of the Tender Offers will be followed as promptly as practicable by a public announcement thereof. The Tender Offers are subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments of the Indenture from holders of a majority in principal amount of the outstanding Notes, (2) execution of a supplemental indenture effecting the amendments, (3) consummation of a capital markets debt offering that results in net proceeds that, together with cash on hand, would be sufficient to fund the tender and (4) certain other customary conditions. The complete terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement dated August 13, 2012, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers and Consent Solicitations, at (800) 431-9633 (US toll free) or, for banks and brokers, (212) 269-5550. Belden has engaged Wells Fargo Securities to act as the exclusive dealer manager and solicitation agent in connection with the Tender Offers and Consent Solicitations. Questions regarding the terms of the Tender Offers and Consent Solicitations may be directed to Wells Fargo Securities, Liability Management Group, at (866) 309-6316 (US toll-free) and (704) 715-8341 (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Tender Offers and Consent Solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement dated August 13, 2012.About BeldenSt. Louis−based Belden Inc. designs, manufactures, and markets cable, connectivity, and networking products in markets including industrial automation, enterprise, transportation, infrastructure, and consumer electronics. It has approximately 6,900 employees, and provides value for industrial automation, enterprise, education, healthcare, entertainment and broadcast, sound and security, transportation, infrastructure, consumer electronics and other industries. Belden has manufacturing capabilities in North America, South America, Europe, and Asia, and a market presence in nearly every region of the world. Belden was founded in 1902, and today is a leader with some of the strongest brands in the signal transmission industry. For more information, visit www.belden.com.