Comtech and CPI International Announce Termination of Merger Agreement
08 September 2010 - 7:15AM
Comtech Telecommunications Corp. (Nasdaq:CMTL) and CPI
International, Inc. (Nasdaq:CPII) today announced that, effective
as of September 7, 2010, they have terminated the Agreement and
Plan of Merger, dated May 8, 2010, among Comtech, Angels
Acquisition Corp., a wholly owned subsidiary of Comtech, and CPI.
The termination was by mutual agreement of the companies and was
unanimously approved by the boards of directors of both Comtech and
CPI.
As part of the termination, Comtech has received a termination
fee of $15.0 million from CPI, and Comtech and CPI exchanged mutual
general releases. Comtech and CPI will remain independent,
publicly-held companies.
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.
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
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 filings with the Securities and Exchange
Commission.
Certain statements included above constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements provide CPI's
current expectations, beliefs or forecasts of future events.
Forward-looking statements are subject to known and unknown risks
and uncertainties, which could cause actual events or results to
differ materially from the results projected, expected or implied
by these forward looking statements. These factors include, but are
not limited to, competition in CPI's end markets; the impact of a
general slowdown in the global economy; CPI's significant amount of
debt; changes or reductions in the U.S. defense budget; currency
fluctuations; goodwill impairment considerations; U.S. government
contracts laws and regulations; changes in technology; the impact
of unexpected costs; the impact of environmental laws and
regulations; and inability to obtain raw materials and components.
These and other risks are described in more detail in CPI's
periodic filings with the Securities and Exchange Commission. As a
result of these uncertainties, you should not place undue reliance
on these forward-looking statements. All future written and oral
forward-looking statements attributable to CPI or any person acting
on CPI's behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. New
risks and uncertainties arise from time to time, and it is
impossible for CPI to predict these events or how they may affect
the company. CPI undertakes no duty or obligation to publicly
revise any forward-looking statement to reflect circumstances or
events occurring after the date hereof or to reflect the occurrence
of unanticipated events or changes in its expectations.
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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