Molex to acquire Woodhead

The deal was carried out in an all cash transaction valued at approximately $256 million, including payments with respect to outstanding stock options and the assumption of debt and net of cash acquired. The transaction has been approved by the Boards of Directors of both companies. Under the terms of the merger agreement, a subsidiary of Molex will promptly commence a tender offer for all outstanding shares of Woodhead stock at a price of $19.25 per share in cash no later than July 10, 2006. Shares not purchased pursuant to the tender offer, other than dissenting shares, will be acquired in a subsequent merger at a price of $19.25 per share in cash, without, interest, as soon as practicable after completion of the tender offer. Completion of the tender offer is subject to certain conditions, including the acquisition by Molex of a majority of Woodhead's common shares on a fully-diluted basis, receipt of regulatory approvals, and other customary conditions. The tender offer is not subject to a financing contingency. The Board of Directors of Woodhead has unanimously recommended that Woodhead stockholders accept the offer. Martin Slark, Vice Chairman and Chief Executive Officer of Molex, said, "The acquisition of Woodhead is a significant step in our strategy to expand our products and capabilities in the global industrial market." Philippe Lemaitre, Chairman, President and Chief Executive Officer of Woodhead said, "The combination of Woodhead with Molex will provide great opportunities for our customers, employees, suppliers and other constituencies. Our industry is consolidating and Woodhead stakeholders will benefit from being part of a larger company with exciting growth opportunities." William Blair & Company advised Molex and will act as dealer manager in connection with the tender offer. BMO Capital Markets (formerly Harris Nesbitt Corp) acted as Woodhead's financial advisor in connection with the transaction.