Comtech Telecommunications Corp. Commences Tender Offer for TeleCommunication Systems, Inc.
MELVILLE, N.Y.--(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
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.
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.
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.