Molex to acquire Woodhead Industries

LISLE, Ill., and DEERFIELD, Ill., 5 July 2006. Molex Incorporated and Woodhead Industries Inc. have jointly announced that the two companies have signed a definitive merger agreement. Molex will acquire Woodhead 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.

LISLE, Ill., and DEERFIELD, Ill., 5 July 2006. Molex Incorporated and Woodhead Industries Inc. have jointly announced that the two companies have signed a definitive merger agreement. Molex will acquire Woodhead 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 Board of Directors of Woodhead has unanimously recommended that Woodhead stockholders accept the offer.

Molex is based in Lisle, Ill., and is a manufacturer of electronic components, including electrical and fiber optic interconnection products and systems, switches and integrated products, with 57 plants in 19 countries on five continents.

Woodhead, based in Deerfield, Ill., develops, manufactures, and markets network and electrical infrastructure products engineered for performance in harsh, demanding, and hazardous industrial environments and operates from 21 locations in 10 countries spanning North America, Europe and Asia/Pacific.

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