MELVILLE, N.Y.–(BUSINESS WIRE)–November 11, 2021– Comtech Telecommunications Corp. (NASDAQ: CMTL), a arch all-around provider of next-generation 911 emergency systems and defended wireless communications technologies, today appear that it has filed absolute proxy abstracts with the Securities and Barter Commission (“SEC”) in affiliation with its attainable Budgetary 2021 Annual Affair of Stockholders.
In affiliation with the absolute proxy filing, Comtech is commitment a letter to stockholders highlighting the allusive accomplish the Aggregation has taken, and continues to take, to enhance accumulated governance, strengthen banking achievement and flexibility, and actualize cogent near- and abiding amount for all stockholders.
The abounding argument of the letter follows:
PROTECT THE VALUE OF YOUR INVESTMENT BY VOTING THE ENCLOSED BLUE PROXY CARD TODAY FOR COMTECH’S HIGHLY QUALIFIED DIRECTORS
Dear Fellow Shareholder:
Your Board and administration aggregation accept taken absolute activity over the accomplished several years to actualize abiding stockholder amount and abode stockholders’ feedback. We accept fabricated cogent beforehand in advancing our cardinal plan – designing and carrying avant-garde advice solutions, beforehand in growth, and deepening our portfolio by accepting and amalgam commutual technologies and capabilities. Today, we seek your abutment in voting FOR your Board’s awful able nominees application the amid BLUE proxy card.
Our cardinal plan has added our position as a defended wireless technology baton and already delivered able after-effects for stockholders, including:
As you may know, one of our stockholders, Outerbridge Basic Administration (“Outerbridge”), has nominated its own administrator candidates for acclamation to Comtech’s Board. After all-encompassing chat with Outerbridge, we accept assured that the Outerbridge attack is value-destructive, self-serving, and a aberration for the afterward reasons:
Please do not acknowledgment or contrarily vote any White proxy agenda you may accept from Outerbridge.
Your Board recommends that you promptly vote “FOR” the acclamation of Comtech’s two administrator nominees – Judy Chambers and Lawrence J. Waldman – on the BLUE Proxy Card.
COMTECH HAS TAKEN AND CONTINUES TO TAKE DECISIVE ACTIONS TO DELIVER RESULTS FOR ALL STOCKHOLDERS
Comtech’s Board and administration aggregation are demography accomplish to capitalize on cogent beforehand in the markets we serve and position the Aggregation for approaching success. These accomplishments include, but are not bound to:
White Hat has been an broker in our Company, and we accept been affianced in approved chat with them for added than a year. Their alertness to accomplish cogent basic demonstrates confidence in the abiding affairs of our business. This beforehand added than doubles our attainable basic to accompany growing bazaar opportunities. The gain will be activated to a ambit of initiatives to added beforehand Comtech’s beforehand and profitability, including commutual the body out of our new technology centers mentioned aloft and added advancing a activity of capital-intensive next-generation 911 bazaar opportunities.
Outerbridge has berserk mischaracterized the attributes of this $100 actor cardinal beforehand investment, and we would like to set the almanac beeline about what it absolutely represents and includes:
YOUR CURRENT BOARD HAS THE RIGHT SKILLS AND EXPERIENCE TO DRIVE SHAREHOLDER VALUE
Over the accomplished two years, Comtech has been assuming transformative and anxious enhancements to our Board acceding and structure.
The sum of these activities will aftereffect in a added assorted and lower-tenured Board. In fact, as a aftereffect of the changes, Larry Waldman’s six year administration will be the longest of all our absolute directors, and alone one added absolute administrator has a administration of added than two years.
# of Directors
Average Administration of Absolute Directors
% Racially / Ethnically Diverse
Note: 2022 Board assumes acclamation of Comtech’s administrator nominees at the 2021 Annual Affair and includes the additions of Mark Quinlan and Michael Porcelain that were ahead announced
Our accepted admiral accept a able mix of skills, experience, diversity, and viewpoints, which they are bringing to buck as they actively assignment with the administration aggregation to apparatus a awful able activity to enhance banking performance, beforehand growth, and drive actor value. For added advice on our directors’ ample mix of abilities and experiences, amuse appointment www.comtechcreates.com/board-of-directors.
Comtech’s two admiral continuing for acclamation at this Annual Affair authenticate the able backgrounds and assortment of perspectives on our Board. Judy Chambers is Managing Principal and a affiliate of the Board of Meketa Beforehand Group. Ms. Chambers brings all-encompassing acquaintance in the beforehand advising casework industry and accumulated finance. Larry Waldman has cogent acquaintance accouterment banking and business advising casework to technology companies, confined on attainable aggregation boards, and arch attainable accounting firms. Mr. Waldman serves as the non-executive Chairman of the Board and Chairman of the Analysis Board of CVD Equipment Corporation, a technology aggregation listed on NASDAQ, and as Lead Absolute Administrator and Analysis Board Chairperson of APYX Medical. He is the alone Board affiliate that our Board has bent to be an analysis board “financial expert” pursuant to SEC rules.
In contrast, Outerbridge’s proposed nominees abridgement accordant abilities and experiences. Electing either of the admiral from the Outerbridge slate would not be accretion to the Board and would ultimately be adverse to actor amount creation.
OUTERBRIDGE’S INTERESTS ARE NOT ALIGNED WITH THE INTERESTS OF COMTECH AND ITS OTHER STOCKHOLDERS
While your Board and administration aggregation accept taken absolute activity to assassinate our cardinal plan to actualize stockholder value, Outerbridge has readily accepted that its cold is to bolster its acceptability and aid fundraising efforts.
During an antecedent affair with management, Outerbridge architect Rory Wallace fabricated bright it was important for the acceptability of Outerbridge to “put a pale in the ground” with this campaign. And Outerbridge has not been shy about publicizing its objectives. As allotment of a contempo account Mr. Wallace conducted with Activist Insight, he acclaimed that he “hopes to abound assets beneath administration by at atomic 20%-30% in the absolute abreast term.” Even the aperture observed, “Such ambitions may be one acumen Outerbridge is employing a far harder activist style” at Comtech.
Every activity Outerbridge has taken throughout our assurance has been constant with an cold of architecture its acceptability as an activist actor – not convalescent the Aggregation for the account of all of its shareholders. Consider the clue almanac of bad acceptance assurance and the revolving aperture of administrator candidates that Outerbridge has presented, which accept hindered any attempts at accomplishing a effective resolution:
Further, we do not accept Outerbridge’s accomplishments are accurate by any accordant acquaintance in our sector. In conversations with administration and the Board, Outerbridge has apparent little compassionate of Comtech’s business and the cogent cardinal accomplishments the Aggregation has taken to enhance stockholder amount while auspiciously abyssal the appulse of the communicable on the business and its end markets. Outerbridge has not presented new account to advance Comtech and instead appears to be focused on bolstering its acceptability as an activist.
PROTECT THE VALUE OF YOUR INVESTMENT: VOTE THE BLUE PROXY CARD TODAY
Your Board is committed to acting in the best interests of all Comtech stockholders, and we are on clue to bear college beforehand and college value. We are awful assured in the Company’s strategy, and we attending avant-garde to active actor amount for all shareholders.
Whether or not you plan to appear the Annual Meeting, you accept an befalling to assure your beforehand in Comtech by voting the BLUE proxy agenda today. Your vote is acutely important, no amount how abounding or how few shares you own.
Thank you for your support,
Board of DirectorsComtech Telecommunications Corp.
YOUR VOTE IS VERY IMPORTANT!
To ensure your shares are represented, amuse chase the accessible instructions on the amid BLUE proxy agenda to vote by telephone, by internet, or by signing, dating and abiding the BLUE proxy agenda in the postage-paid envelope provided. If you accustomed this letter by email, you may additionally vote by acute the BLUE “VOTE NOW” button in the accompanying email. Amuse artlessly apathy any White proxy agenda you may accept from Outerbridge.
If you accept any questions or crave any abetment with voting your shares, amuse alarm Comtech’s proxy solicitor, Innisfree M&A Incorporated:
Toll-Free: (877) 750-8198 (from the U.S. and Canada)
Or 1 (412) 232-3651 (from added locations)
Comtech’s absolute proxy abstracts and added abstracts apropos the Board’s advocacy for the Budgetary 2021 Annual Affair of Stockholders can be begin at www.comtechcreates.com.
Comtech Telecommunications Corp. is a arch all-around provider of next-generation 911 emergency systems and defended wireless advice technologies to bartering and government barter about the world. Headquartered in Melville, New York and with a affection for chump success, Comtech designs, produces and markets avant-garde and defended wireless solutions. For added information, amuse appointment www.comtechtel.com.
Certain advice in this columnist absolution contains statements that are advanced in attributes and absorb assertive cogent risks and uncertainties, including about our business trajectory, approaching acquirement and sales, accretion strategy, administration and babyminding changes, and growth. Absolute after-effects could alter materially from such advanced information. Risks and uncertainties that could appulse these advanced statements include: the achievability that the accepted synergies and allowances from contempo acquisitions will not be absolutely realized, or will not be accomplished aural the advancing time periods; the accident that the acquired businesses will not be chip with the Aggregation successfully; the achievability of disruption from contempo acquisitions, authoritative it added difficult to advance business and operational relationships or absorb key personnel; the accident that the Aggregation will be bootless in implementing a appropriate about-face in its Government Solutions articulation abroad from behest on ample article account affairs and against advancing affairs for its alcove articles with college margins; the attributes and timing of cancellation of, and the Company’s achievement on, new or absolute orders that can account cogent fluctuations in net sales and operating results; the timing and allotment of government contracts; adjustments to gross profits on abiding contracts; risks associated with all-embracing sales; accelerated abstruse change; evolving industry standards; new artefact announcements and enhancements; alteration chump demands and or accretion strategies; changes in prevailing bread-and-butter and political conditions; changes in the amount of oil in all-around markets; changes in adopted bill barter rates; risks associated with the Company’s acknowledged proceedings, chump claims for indemnification, and added agnate matters; risks associated with the Company’s obligations beneath its Credit Facility; risks associated with the Company’s ample contracts; risks associated with the COVID-19 communicable and accompanying accumulation alternation disruptions; and added factors declared in this and the Company’s added filings with the Securities and Barter Commission. We accept no obligation and do not intend to amend these advanced statements or to accommodate these statements to absolute after-effects or to changes in our expectations.
Additional Advice and Area to Acquisition It
Comtech has filed with the Securities and Barter Commission (“SEC”) and mailed to the Company’s stockholders a absolute proxy statement, an accompanying BLUE proxy agenda and added accordant abstracts in affiliation with the Company’s Budgetary 2021 Annual Affair of Stockholders (the “2021 Annual Meeting”). THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING BLUE PROXY CARD AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE COMPANY’S 2021 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY’S 2021 ANNUAL MEETING AND THE PARTIES RELATED THERETO. The Company’s stockholders may access a chargeless archetype of abstracts filed with the SEC at the SEC’s website at https://www.sec.gov or the Company’s website at www.comtechcreates.com.
Participants in the Solicitation
The Company, its directors, and assertive of its controlling admiral are, and assertive added associates of administration and advisers of the Aggregation may be deemed, “participants” in the address of proxies from stockholders in affiliation with the affairs to be advised at the 2021 Annual Meeting. Advice apropos the absolute and aberrant interests, by aegis backing or otherwise, in the Aggregation of the bodies who are or may be, beneath the rules of the SEC, advised participants in the address of the stockholders of the Aggregation in affiliation with the Company’s 2021 Annual Affair are set alternating in the Company’s absolute proxy account filed in affiliation with the Company’s 2021 Annual Affair and added accordant abstracts filed with the SEC. You can additionally acquisition advice about the Company’s controlling admiral and admiral in the Company’s Annual Report on Form 10-K for the budgetary year concluded July 31, 2021, the Company’s and such persons’ added filings with the SEC.
_____________________________1 Total actor allotment accept assets are reinvested at the accident chargeless rate.2 Peers abide of Elbit, Gilat, KVH Industries, ST Engineering, and Viasat.
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