January 19, 2016-- Comtech Telecommunications Corp. (NASDAQ: CMTL or
“Comtech”) today announced that its wholly owned subsidiary, Typhoon
Acquisition Corp. (“Merger Sub”), has extended its tender offer (the
“Offer”) to purchase all the issued and outstanding shares of Class A
common stock, par value $0.01 per share (the “Class A Shares”), and
Class B common stock, par value $0.01 per share (the “Class B Shares”,
together, with the Class A Shares, the “Shares”), of TeleCommunication
Systems, Inc., a Maryland corporation (“TCS”), at a price of $5.00 per
Share, net to the seller in cash, without interest thereon and less any
required withholding taxes. All terms and conditions of the Offer, other
than the expiration date, remain the same.
Unless extended further, the Offer will now expire at 5:00 p.m., New
York City time, on Wednesday, February 3, 2016. The Offer was previously
scheduled to expire at 5:00 p.m., New York City time, on Wednesday,
January 20, 2016. The Offer was extended to allow for the satisfaction
of the conditions to the Offer.
As of January 15, 2016, approximately 13,757,078 Shares, representing
approximately 23.53% of the currently issued and outstanding Shares, had
been validly tendered and not properly withdrawn pursuant to the Offer.
We anticipate that additional shares will be tendered, including
3,370,086 Class A Shares and 4,418,210 Class B Shares (representing in
the aggregate approximately 12.8% of the currently issued and
outstanding Shares) pursuant to the tender and support agreements
entered into by Maurice B. Tosé, the Chairman, Chief Executive Officer
and President of TCS, and Jon B. Kutler, a director of TCS, and that the
Merger will be completed no later than March 22, 2016.
The Offer is being made pursuant to a previously disclosed Agreement and
Plan of Merger, dated as of November 22, 2015, among Comtech, Merger Sub
and TCS (the “Merger Agreement”). Under the Merger Agreement, Merger Sub
will not be obligated to purchase any tendered Shares unless, at the
expiration of the Offer, there have been validly tendered in the Offer
and not properly withdrawn that number of Shares (not including any
Shares tendered pursuant to guaranteed delivery procedures unless and
until such Shares are actually delivered in accordance with the terms of
the Offer) which, together with any Shares then owned by Comtech, Merger
Sub or its other subsidiaries (if any), would represent a majority of
the issued and outstanding Shares entitled to vote on the matter (the
“Minimum Condition”). If the Minimum Condition is satisfied and Merger
Sub purchases the Shares that are validly tendered and not validly
withdrawn, subject to certain conditions, TCS will promptly be merged
with and into Merger Sub (the “Merger”) in a transaction in
which Comtech will become the sole stockholder of TCS and the persons
who are stockholders of TCS immediately prior to the Merger will receive
the same amount per share that they would have received if they had
validly tendered their TCS common stock in response to the Offer. The
Offer is subject to certain conditions in addition to the Minimum
Condition, including the completion of a 19 consecutive business day
marketing period (subject to certain blackout periods described in the
Merger Agreement).
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., have filed with the
Securities and Exchange Commission (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
has also filed a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the tender offer. Comtech, Typhoon Acquisition Corp. and
TCS have mailed these documents to the stockholders of TCS. THESE
DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND TCS
STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY. Stockholders of TCS may
obtain a free copy of these documents 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 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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