|Comtech Telecommunications Corp. Commences Tender Offer for TeleCommunication Systems, Inc.|
|MELVILLE, N.Y.–(BUSINESS WIRE)–Dec. 7, 2015– December 7, 2015– Comtech Telecommunications Corp. (NASDAQ:CMTL or “Comtech”) today announced that its direct wholly owned subsidiary, Typhoon Acquisition Corp., has commenced its previously announced tender offer for all outstanding shares of common stock of TeleCommunication Systems, Inc. (NASDAQ:TSYS or “TCS”) at a price of $5.00 per share, net to the seller in cash, without interest and less required withholding taxes. The tender offer is being made in connection with the Agreement and Plan of Merger, dated November 22, 2015, by and among Comtech, Typhoon Acquisition Corp. and TCS.
The board of directors of TCS, acting upon the unanimous recommendation of the special committee of independent, disinterested directors of TCS, has unanimously determined that the offer is fair to and in the best interests of TCS and its stockholders and recommends that the stockholders of TCS accept the offer and tender their shares.
The tender offer is scheduled to expire at midnight EDT, at the end of the day on Tuesday, January 5, 2016, unless extended.
Complete terms and conditions of the tender offer can be found in the Offer to Purchase, Letter of Transmittal and other related materials that will be filed by Comtech and Typhoon Acquisition Corp. with the SEC on December 7, 2015. In addition, on December 7, 2015, TCS will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) relating to the offer.
Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge by contacting Innisfree M&A Incorporated, the information agent for the tender offer, toll-free at (888) 750-5834 for stockholders or (212) 750-5833 for banks and brokers, and, when they become available, at the website maintained by the SEC at www.sec.gov. American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer.
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.