Comtech Telecommunications Corp. Extends Tender Offer for TeleCommunication Systems, Inc. Until February 3
Melville, NY, 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approximately 23.53% of the currently issued and outstanding Shares, had been validly tendered and not properly withdrawn pursuant to the Offer.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tendered Shares unless, at the expiration of the Offer, there have been validly tendered in the Offer and not properly withdrawn that number of Shares (not including any Shares tendered pursuant to guaranteed delivery procedures unless and until such Shares are actually delivered in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.
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