Comtech Telecommunications Corp. Commences Tender Offer for TeleCommunication Systems, Inc.
December 07 2015 - 9:00AM
Business Wire
December 7, 2015-- Comtech Telecommunications Corp. (NASDAQ:CMTL
or “Comtech”) today announced that its direct wholly owned
subsidiary, Typhoon Acquisition Corp., has commenced its previously
announced tender offer for all outstanding shares of common stock
of TeleCommunication Systems, Inc. (NASDAQ:TSYS or “TCS”) at a
price of $5.00 per share, net to the seller in cash, without
interest and less required withholding taxes. The tender offer is
being made in connection with the Agreement and Plan of Merger,
dated November 22, 2015, by and among Comtech, Typhoon Acquisition
Corp. and TCS.
The board of directors of TCS, acting upon the unanimous
recommendation of the special committee of independent,
disinterested directors of TCS, has unanimously determined that the
offer is fair to and in the best interests of TCS and its
stockholders and recommends that the stockholders of TCS accept the
offer and tender their shares.
The tender offer is scheduled to expire at midnight EDT, at the
end of the day on Tuesday, January 5, 2016, unless extended.
Complete terms and conditions of the tender offer can be found
in the Offer to Purchase, Letter of Transmittal and other related
materials that will be filed by Comtech and Typhoon Acquisition
Corp. with the SEC on December 7, 2015. In addition, on December 7,
2015, TCS will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the Securities and Exchange Commission (the
“SEC”) relating to the offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge by contacting
Innisfree M&A Incorporated, the information agent for the
tender offer, toll-free at (888) 750-5834 for stockholders or (212)
750-5833 for banks and brokers, and, when they become available, at
the website maintained by the SEC at www.sec.gov. American Stock
Transfer & Trust Company, LLC is acting as depositary for the
tender offer.
About Comtech Telecommunications
Corp.
Comtech Telecommunications Corp. designs, develops, produces and
markets innovative products, systems and services for advanced
communications solutions. Comtech believes many of its solutions
play a vital role in providing or enhancing communication
capabilities when terrestrial communications infrastructure is
unavailable, inefficient or too expensive. Comtech conducts
business through three complementary segments: telecommunications
transmission, mobile data communications and RF microwave
amplifiers. Comtech sells products to a diverse customer base in
the global commercial and government communications markets.
Comtech believes it is a leader in the market segments that it
serves.
About TeleCommunication Systems,
Inc.
TeleCommunication Systems, Inc., headquartered in Annapolis,
Maryland, is a world leader in secure and highly reliable wireless
communications. TCS’ patented solutions, global presence,
operational support and engineering talent enable 911, commercial
location-based services and deployable wireless infrastructure;
cybersecurity; defense and aerospace components; and applications
for mobile location-based services and messaging. TCS’ principal
customers are wireless network operators, defense and public safety
government agencies, and Fortune 150 enterprises requiring high
reliability and security.
Additional Information
This news release and the description contained herein is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of TCS. Comtech and its
wholly owned subsidiary, Typhoon Acquisition Corp., intend to file
with the SEC a Tender Offer Statement on Schedule TO containing an
offer to purchase, a form of letter of transmittal and other
documents relating to the tender offer, and TCS intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Comtech, Typhoon Acquisition Corp. and
TCS intend to mail these documents to the stockholders of TCS.
THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER
AND TCS STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY
BECOME AVAILABLE. Stockholders of TCS will be able to obtain a free
copy of these documents (when they become available) and other
documents filed by TCS, Comtech or Typhoon Acquisition Corp. with
the SEC at the website maintained by the SEC at www.sec.gov. In
addition, stockholders may obtain a free copy of these documents
(when they become available) by contacting Innisfree M&A
Incorporated, the information agent for the tender offer, toll-free
at (888) 750-5834 or (212) 750-5833 for banks and brokers.
Cautionary Statement Regarding
Forward-Looking Statements
Certain information in this press release contains
forward-looking statements regarding Comtech, including but not
limited to, information relating to Comtech’s future performance
and financial condition, plans and objectives of Comtech’s
management and Comtech’s assumptions regarding such future
performance, financial condition, plans and objectives that involve
certain significant known and unknown risks and uncertainties and
other factors not under Comtech’s control which may cause actual
results, future performance and financial condition, and
achievement of plans and objectives of Comtech’s management to be
materially different from the results, performance or other
expectations implied by these forward-looking statements. These
factors include, among other things: the risk that the acquisition
of TCS may not be consummated for reasons including that the
conditions precedent to the completion of the acquisition may not
be satisfied or the occurrence of any event, change or circumstance
that could give rise to the termination of the merger agreement;
the possibility that the expected synergies from the proposed
merger will not be realized, or will not be realized within the
anticipated time period; the risk that Comtech’s and TCS’
businesses will not be integrated successfully; the risk that
requisite regulatory approvals will not be obtained; the
possibility of disruption from the merger making it more difficult
to maintain business and operational relationships or retain key
personnel; any actions taken by either of the companies, including
but not limited to, restructuring or strategic initiatives
(including capital investments or asset acquisitions or
dispositions); the timing of receipt of, and Comtech’s performance
on, new orders that can cause significant fluctuations in net sales
and operating results; the timing and funding of government
contracts; adjustments to gross profits on long-term contracts;
risks associated with international sales, rapid technological
change, evolving industry standards, frequent new product
announcements and enhancements, changing customer demands, and
changes in prevailing economic and political conditions; risks
associated with Comtech’s legal proceedings and other matters;
risks associated with Comtech’s obligations under its revolving
credit facility; and other factors described in Comtech’s and TCS’
filings with the SEC.
PCMTL
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version on businesswire.com: http://www.businesswire.com/news/home/20151207005256/en/
Media Contact for Comtech
Telecommunications Corp.:Michael D. Porcelain, Senior
Vice President and Chief Financial Officer(631)
962-7103Info@comtechtel.com
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