Comtech Telecommunications Corp. Announces Expiration of Cash Tender Offer for Shares of TeleCommunication Systems, Inc.
February 19, 2016 at 8:00 AM EST
MELVILLE, N.Y.--(BUSINESS WIRE)--
February 19, 2016--Comtech Telecommunications Corp. (NASDAQ: CMTL or
"Comtech") today announced that 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 "ClassBShares,"
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, expired at 5:00 p.m., New York City time, on
Thursday, February 18, 2016.
The depositary for the Offer has advised that, as of the expiration of
the Offer, a total of approximately 55,871,832 Shares were validly
tendered and not withdrawn in the Offer (including Shares delivered
through notices of guaranteed delivery), representing approximately
88.32% of TCS' outstanding Shares. Comtech, through a wholly owned
subsidiary, will accept for payment all Shares that were validly
tendered and not withdrawn prior to expiration of the Offer, and payment
for such Shares will be made promptly, in accordance with the terms of
Comtech anticipates that the merger will be completed on February 23,
2016, with TCS surviving as a wholly owned subsidiary of Comtech. As a
consequence of the merger, each outstanding Share not tendered and
purchased in the Offer will be converted into the right to receive the
same $5.00 per share price, without interest and less any required
withholding taxes, that was paid in the Offer. Following the merger, the
Shares will cease to be traded on The NASDAQ Global Market.
About Comtech Telecommunications Corp.
Comtech Telecommunications Corp. designs, develops, produces and markets
innovative products, systems and services for advanced communications
solutions. Comtech sells products to a diverse customer base in the
global commercial and government communications markets. Comtech
believes it is a leader in most of the market segments that it serves.
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 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 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.