Comtech Extends Tender Offer for Radyne Corporation; Expects to Close Tender Offer and Merger On August 1, 2008
MELVILLE, N.Y., Jul 14, 2008 (PrimeNewswire via COMTEX News Network) -- Comtech Telecommunications Corp. ("Comtech") (Nasdaq:CMTL) announced today that Comtech TA Corp., a wholly-owned subsidiary of Comtech, has extended the expiration for its tender offer to purchase all issued and outstanding shares of common stock, par value $.001 per share ("Shares"), of Radyne Corporation ("Radyne") (Nasdaq:RADN), at a price of $11.50 per Share, to 12:01 am, New York City time, on Friday, August 1, 2008. Based on a preliminary count by the depositary for the tender offer, as of the close of business on July 11, 2008, a total of 11,544,691 Shares, which represent approximately 61% of the Shares subject to the tender offer, have been tendered and not withdrawn pursuant to the tender offer.
Mr. Fred Kornberg, President and Chief Executive Officer of Comtech stated, "We are excited to be nearing the completion of this exciting acquisition of Radyne, and we are working hand in hand with Radyne to complete the transaction by August 1, 2008."
Comtech announced on June 30, 2008 that it has been granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
An amendment to the merger agreement provides, among other things, that Comtech will be required to purchase shares at the expiration date of the tender offer even if there has been a material adverse effect at Radyne in the period between July 11 and the expiration of the tender offer. A copy of the amendment to the merger agreement is being filed today as an exhibit to Comtech's Schedule TO filed with the Securities and Exchange Commission.
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 or ineffective. 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.
Additional Information about the Transaction and Where to Find It
The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Radyne. Comtech has filed a tender offer statement with the U.S. Securities and Exchange Commission (the "SEC"). Investors and Radyne security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement filed by Radyne with the SEC, because they contain important information. These documents are available at no charge on the SEC's website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents may be obtained free of charge by directing a written request to: Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York 11747, Attention: Investor Relations.
Certain information in this press release may contain forward-looking statements, 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: the risk that the tender offer or merger may not be consummated for reasons including that the conditions precedent to the completion of those transactions may not be satisfied, 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, changes in prevailing economic and political conditions, risks associated with the subpoena from the U.S. Immigration and Customs Enforcement branch of the Department of Homeland Security, and other factors described in Comtech's filings with the SEC.