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Comtech Telecommunications Corp. Adopts Stockholder Rights Plan

December 15, 1998 at 12:00 AM EST
Comtech Telecommunications Corp. Adopts Stockholder Rights Plan Melville, NY - December 15, 1998 - Comtech Telecommunications Corp. (Nasdaq: CMTL) announced today that its Board of Directors has approved the adoption of a Stockholder Rights Plan. One stock purchase right will be distributed as a dividend on each outstanding share of Comtech's common stock. The dividend distribution will be made on January 11, 1999, to shareholders of record at the close of business on January 4, 1999.

Commenting on the announcement, Fred Kornberg, Chairman of the Board, Chief Executive Officer and President, stated, "Consistent with the view of many other public companies, Comtech's Board of Directors believes that the Rights plan is an appropriate measure to protect the interests of our shareholders and to assure our shareholders are treated fairly by anyone who might seek to obtain control of Comtech. The Rights are not intended to prevent a takeover of the Company, and it is not in response to any known attempt to acquire control of the Company. The rights are designed to guard against attempts to take over the Company for a price that does not reflect the Company's full value, or on terms that are not in the best interests of the Company and our shareholders, while not foreclosing a fair acquisition bid for the Company. More than 1,700 public companies throughout the country have similar rights agreements. In declaring the Rights dividend, we have expressed our confidence in the future and our determination that our shareholders be given every opportunity to participate fully in the Company's future."

Under the new plan, the Rights will be exercisable only if triggered by a person or group's acquisition of 15% or more of the Company's common stock. If triggered, each Right, other than Rights held by the acquiring person or group, would entitle its holder to purchase a specified number of the Company's common shares for 50% of their market value at that time. Unless a 15% acquisition has occurred, the Rights may be redeemed by the Company at any time prior to the termination date of the plan.

This Right to purchase common stock at a discount will not be triggered by a person's or group's acquisition of 15% or more of the common stock pursuant to a tender or exchange offer which is for all outstanding shares at a price and on terms that Comtech's Board of Directors determines (prior to acquisition) to be adequate and in the best interest of the Company and it's stockholders.

Initially, the Rights will be attached to and trade with all certificates representing shares of common stock. Only upon a triggering of the Rights will separate certificates representing the Rights be distributed.

The Rights will expire on December 15, 2008. The issuance of the Rights will have no dilutive effect, will not affect reported earnings per share, will not change the way in which the Company's shares are currently traded and are not taxable to shareholders or Comtech. Details of the Rights distribution will be mailed to all shareholders.

Comtech is a broad based supplier of state-of-the-art and solid state high power amplifiers and high technology satellite and over-the-horizon microwave communications products and systems for commercial and government applications. The Company's communications products are used worldwide. For more information, visit the Comtech website at http://www.comtechtel.com.

Certain information contained herein includes information that is forward looking. The matters referred to in forward looking statements may be affected by the risks and uncertainties involved in the Company's business. These forward looking statements are qualified in their entirety by the cautionary statements contained in the company's Securities and Exchange Commission filings.

For more information, Email: Info@comtechtel.com