Comtech Telecommunications Corp. (Nasdaq:CMTL) and CPI
International, Inc. (Nasdaq:CPII) said today that they are in the
process of responding to a request for additional information and
documentary material from the Department of Justice that they
received on August 2, 2010 in connection with the previously
announced acquisition by Comtech of CPI. This action, often
referred to as a second request, is a part of the regulatory
approval process under the Hart-Scott-Rodino Antitrust Improvements
Act. Completion of the transaction remains subject to the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Act and other customary closing
conditions. Comtech and CPI will work with the Department of
Justice to respond to the second request.
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 CPI International, Inc.
CPI International, Inc., headquartered in Palo Alto, California,
is the parent company of Communications & Power Industries,
Inc., a leading provider of microwave, radio frequency, power and
control solutions for critical defense, communications, medical,
scientific and other applications. Communications & Power
Industries, Inc. develops, manufactures and distributes products
used to generate, amplify, transmit and receive
high-power/high-frequency microwave and radio frequency signals
and/or provide power and control for various applications. End-use
applications of these systems include the transmission of radar
signals for navigation and location; transmission of deception
signals for electronic countermeasures; transmission and
amplification of voice, data and video signals for broadcasting,
Internet and other types of commercial and military communications;
providing power and control for medical diagnostic imaging; and
generating microwave energy for radiation therapy in the treatment
of cancer and for various industrial and scientific
applications.
Additional Information about the Transaction and Where
to Find It
This press release shall not constitute an offer of any
securities for sale. The acquisition will be submitted to CPI's
stockholders for their consideration. In connection with the
acquisition, Comtech has filed a registration statement on Form
S-4, and Comtech and CPI intend to file other relevant materials
with the SEC, including a definitive proxy statement/prospectus and
other relevant documents concerning the merger. Investors and
stockholders of Comtech and CPI are urged to read the registration
statement, the proxy statement/prospectus and other relevant
documents filed with the SEC when they become available, as well as
any amendments or supplements to the documents because they will
contain important information about Comtech, CPI and the
merger.
Stockholders of Comtech and CPI can obtain more information
about the proposed transaction by reviewing: the Form 8-K filed by
Comtech and CPI on May 11, 2010 in connection with the announcement
of the entry into the merger agreement; Comtech's registration
statement on Form S-4 with the SEC on June 21, 2010 and the
amendment thereto filed on July 19, 2010; and any other relevant
documents filed or to be filed with the SEC. All filings, including
any definitive proxy statement/prospectus, other relevant
materials, and any other document filed by Comtech and CPI with the
SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and stockholders may obtain
free copies of the documents filed with the SEC by directing a
written request to: Comtech Telecommunications Corp., 68 South
Service Road, Suite 230, Melville, New York 11747, Attention:
Investor Relations, or CPI International, Inc., 811 Hansen Way,
Palo Alto, California 94303, Attention: Investor Relations.
Investors and stockholders are urged to read the registration
statement, the proxy statement/prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the merger.
Participants in Solicitations
Comtech, CPI and their respective directors, executive officers
and other members of their management and employees may be deemed
to be participants in the solicitation of proxies from stockholders
of CPI in connection with the merger. Information regarding
Comtech's directors and officers is available in Comtech's proxy
statement on Schedule 14A for its 2009 annual meeting of
stockholders, which was filed with the SEC on November 9, 2009.
Information regarding CPI's directors and executive officers is
available in CPI's proxy statement on Schedule 14A for its
2010 annual meeting of stockholders, which was filed with the SEC
on January 20, 2010. Additional information regarding the
interests of such potential participants will be included in the
proxy statement and the other relevant documents filed with the SEC
when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
Certain information in this press release contains
forward-looking statements, including but not limited to,
information relating to Comtech Telecommunications Corp.'s (the
"Company") future performance and financial condition, plans and
objectives of the Company's management and the Company'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 the
Company's control which may cause actual results, future
performance and financial condition, and achievement of plans and
objectives of the Company'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 acquisition of CPI may not be consummated for reasons
including that the conditions precedent to the completion of the
acquisition may not be satisfied; 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
the Company's and CPI's businesses will not be integrated
successfully; the possibility of disruption from the merger making
it more difficult to maintain business and operational
relationships; 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 the Company'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 the results of ongoing investigations into the
Company's compliance with export regulations; risks associated with
the Company's legal proceedings and other matters; risks associated
with the Company's MTS and BFT contracts; risks associated with the
Company's obligations under its revolving credit facility; and
other factors described in the Company's and CPI's filings with the
Securities and Exchange Commission.
PCMTL
CONTACT: Comtech Telecommunications Corp.
Media Contacts:
Michael Porcelain, Senior Vice President and
Chief Financial Officer
Jerome Kapelus, Senior Vice President, Strategy and
Business Development
(631) 962-7000
Info@comtechtel.com
CPI International, Inc.
Media Contact:
Amanda Mogin, Director of Investor Relations
(650) 846-3998
amanda.mogin@cpii.com
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