Belden and CDT announce merger of equals

5 February 2004 St. Louis, MO, and Schaumburg, IL -- Belden Inc. and Cable Design Technologies announced today that the boards of directors of the two companies have unanimously approved and entered into a definitive agreement providing for a merger of equals. The combined company will be called Belden CDT Inc. and will be headquartered in St. Louis.

5 February 2004 St. Louis, MO, and Schaumburg, IL -- Belden Inc. and Cable Design Technologies announced today that the boards of directors of the two companies have unanimously approved and entered into a definitive agreement providing for a merger of equals. The combined company will be called Belden CDT Inc. and will be headquartered in St. Louis.

Belden CDT--with sales of approximately $1.3 billion--will be among the largest U.S.-based manufacturers of high-speed electronic copper cable and will focus on products for the specialty electronics and data networking markets, including connectivity. The transaction is expected to be completed during the second quarter of 2004.

Under terms of the agreement, each Belden share will be exchanged for two shares of CDT. Upon completion of the merger:
• The combined company will change its name to Belden CDT Inc.
• The company will execute a one-for-two reverse stock split, reducing the number of shares.
• The combined company is expected to have approximately 46 million shares outstanding, after the reverse split.
• The combined company will expect to continue Belden's dividend policy of $0.05 per share quarterly.
• The former CDT shareholders will own approximately 45% of the combined company and the former Belden shareholders will own approximately 55% of the combined company.
• The combined company expects to be listed on the NYSE under a new ticker symbol.

Following the completion of the merger, Bryan C. Cressey, Chairman of the Board of CDT, will serve as Chairman of the Board of the combined company, and C. Baker Cunningham, Chairman, President, and Chief Executive Officer of Belden, will serve as President and Chief Executive Officer of the combined company. Ferdinand Kuznik, currently CDT's Chief Executive Officer, and George Graeber, currently CDT's President and Chief Operating Officer, will join the office of the CEO of Belden CDT Inc. to advise and assist in the integration of the two businesses and will focus on realizing expected synergies. Richard K. Reece, Vice President, Finance and Chief Financial Officer of Belden, will have the same role in the combined company.

Key operating management roles will be as follows:
Robert Canny, Specialty Products
David Harden, West Penn Wire
Robert Matz, Communications Products
Larrie Rose, Europe
Peter Sheehan, Networking
Peter Wickman, Electronics Products

The combined company's board will consist of ten directors, five designated by each of the companies from their current boards, including Cressey, Cunningham, and Kuznik.

"The merger of Belden and CDT with its synergies is expected to be accretive to all shareholders. It provides the opportunity to increase shareholder value by reducing costs, broadening the product portfolio and diversifying core markets, combining a deep and experienced management team," contends Cressey. "These benefits and the strength of the combined balance sheet will provide financial flexibility and set us apart from others in our industry."

"The merger of Belden and CDT, both leaders in the cable and wire industry, creates a preeminent supplier of electronic and specialty products, " adds Cunningham. "The combination of well-known specialty brands means that we have a more comprehensive array of products and a broader range of preferred cabling and connectivity solutions. Expected synergies of approximately $25 million through the implementation of best practices and elimination of duplicate costs will make us more competitive in providing value to our customers," he asserts.

The signed merger agreement is subject to certain closing conditions, including approval by the stockholders of both Belden and CDT and approval under the United States and certain other countries' antitrust laws.

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