Exhibit 99.1
+ T his pr ese ntation contains in f or m ation as of January 29 , 20 20 . Se e di s clo s ur e s on page 2 to 4 and 1 6 . Highly Strategic and Transformative Transaction Strengthens Comtech’s Position As A Leader of Secure Advanced Wireless Communications Solutions Gilat’s Stock Trades on Nasdaq & TASE Under the Symbol GILT Comtech’s Stock Trades on Nasdaq Under the Symbol CMTL
Important Information Text In connection with the proposed transaction, Comtech Telecommunications Corp . (“Comtech” or the “Company”) intends to file with the U . S . Securities and Exchange Commission (the “SEC”) a registration statement on Form S - 4 that will include a proxy statement of Gilat Satellite Networks Ltd . (“ Gilat ”) that also constitutes a prospectus of the Company . Investors and security holders are urged to read the proxy statement/prospectus and other relevant documents filed with the SEC, when they become available, because they will contain important information about the proposed transaction . Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www . sec . gov . In addition, investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when they become available) and other documents filed with the SEC by Comtech on Comtech’s Investor Relations page on Comtech’s web site at www . comtechtel . com or by writing to Comtech , Investor Relations, (for documents filed with the SEC by Comtech ), or by Gilat on Gilat’s Investor Relations page on Gilat’s web site at www . Gilat . com or by writing to Gilat , Investor Relations, (for documents filed with the SEC by Gilat ) . Comtech and Gilat and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction . Information about the Company’s directors and executive officers is available in Comtech’s proxy statement for its 2019 Annual Meeting of Stockholders filed with the SEC on November 15 , 2019 . Information about directors and executive officers of Gilat is available in its Annual Report on Form 20 - F for the year ended December 31 , 2018 filed with the SEC on March 18 , 2019 . Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available . Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions . You may obtain free copies of these documents from the Company or Gilat using the sources indicated above . This document and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U . S . Securities Act of 1933 , as amended . 2
Forward - Looking Statements Text 3 Cautionary Statement Regarding Forward - Looking Statements Certain information in this presentation contains forward - looking statements, including, but not limited to, information relating to Comtech’s and Gilat’s future performance and financial condition, plans and objectives of Comtech's management and Gilat’s management and Comtech's and Gilat’s assumptions regarding such future performance, financial condition and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under Comtech's or Gilat’s control which may cause their actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's management and Gilat’s management to be materially different from the results, performance or other expectations implied by these forward - looking statements . Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward - looking statements, which generally are not historical in nature . Forward - looking statements could be affected by factors including, without limitation : risks associated with the ability to consummate the proposed transaction and the timing of the closing of the proposed transaction or the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement ; the risk that requisite regulatory approvals will not be obtained ; the possibility that the expected synergies from the proposed transaction or other recent acquisitions will not be fully realized, or will not be realized within the anticipated time periods ; the risk that Comtech’s and Gilat’s businesses will not be integrated successfully ; the possibility of disruption from the proposed transaction or other recent acquisitions making it more difficult to maintain business and operational relationships or retain key personnel ; the risk that Comtech will be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher margins ; the risks associated with Comtech’s ongoing evaluation and repositioning of its location technologies solutions offering in its Commercial Solutions segment ; the nature and timing of receipt of, and Comtech’s performance on, new or existing 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 ; new product announcements and enhancements, including the risks associated with Comtech's launch of its Heights TM Networking Platform (“Heights”) ; changing customer demands and or procurement strategies ; changes in prevailing economic and political conditions ; changes in the price of oil in global markets ; changes in foreign currency exchange rates ; risks associated with legal proceedings, customer claims for indemnification and other similar matters ; risks associated with Comtech's obligations under its Credit Facility ; risks associated with large contracts ; the impact of H . R . 1 , also known as the Tax Cuts and Jobs Act, which was enacted in December 2017 in the U . S .; and other factors described in this and Comtech's and Gilat’s other filings with the SEC . Neither Comtech nor Gilat undertakes any duty to update any forward - looking statements contained herein .
Use Of Non - GAAP Financial Measures Text 4 In order to provide investors with additional information regarding Comtech and Gilat’s financial results, this presentation contains "Non - GAAP financial measures" under the rules of the SEC . Adjusted EBITDA is a Non - GAAP measure that represents earnings (loss) before income taxes, interest (income) and other, write - off of deferred financing costs, interest expense, amortization of stock - based compensation, amortization of intangibles, depreciation expense, estimated contract settlement costs, acquisition plan expenses or strategic alternatives analysis expenses, facility exit costs, settlement of intellectual property litigation and other . Comtech and Gilat’s definition of Adjusted EBITDA may differ from the definition of EBITDA used by other companies and therefore may not be comparable to similarly titled measures used by other companies . Adjusted EBITDA is also a measure frequently requested by Comtech and Gilat’s investors and analysts . Comtech and Gilat believe that investors and analysts may use Adjusted EBITDA, along with other information contained in its SEC filings, in assessing performance and comparability of results with other companies . Non - GAAP financial measures have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct Comtech or Gilat’s business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared in accordance with GAAP . These measures are adjusted as described in the reconciliation of GAAP to Non - GAAP on Page 16 , but these adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non - recurring . Non - GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP . Investors are advised to carefully review the GAAP financial results that are disclosed in Comtech and Gilat’s SEC filings .
5 The Combination Allows Comtech To Maximize Long - Term Market Growth Opportunities Exploiting an Inflection Point in the Satcom Industry Mobility / In - Flight (IFC) Complete Solutions Portfolio Deep, Global Market Access R&D and Distribution Scale + Wireless Backhaul / 5G Government & Defense Accelerating Growth of Low - Cost Bandwidth Supply Incumbent GEO & MEO Satellite Operators New HTS & VHTS Satellites Emerging LEO & MEO Satellite Systems Rapidly Growing Connectivity Demand Drives Global Market Access By Creating a World Leader with Combined Pro - Forma Sales Approaching Nearly $1.0 Billion Annually Excellent backdrop for extending Comtech’s satellite technology leadership, given market dynamics Financial Highlights Comtech to Acquire Gilat for $10.25 per share (70% Cash, 30% Stock), with an Enterprise Value of $532.5 Million Acquisition Expected to be Cash Accretive within 12 Months Following Close
6 Greatly expands position in the in - flight connectivity solution market Enhances exposure to growing demand for wireless backhaul & 5G Expands satellite ground station technology solution offerings Cash accretive during the first full year post - close Enhances platform to accelerate shareholder value creation Highly complementary product portfolio enhances strength in our core markets Comtech + Gilat = Highly Strategic & Transformative Acquisition
7 Gilat’s Segments Fixed Networks Mobility Solutions Terrestrial Infrastructure TTM Revenue of $137.2 million A True Market Leader With Highly Complementary Products - Key supplier of VSAT satellite modems & solid - state amplifiers - Deep experience with TDMA & in - flight connectivity technologies - Leading network infrastructure provider in Latin America Strong Global Footprint - Public company, listed on the TASE & Nasdaq stock exchange - ~900 talented employees worldwide with wireless R&D expertise - Sales teams and customer service centers located close to customers Highly Attractive Financial Profile - $254.3 million of TTM sales through June 30, 2019 (1) - $36.7 million of TTM Adjusted EBITDA through June 30, 2019 (2) - Profitable with strong cash flow generation Overview Of Gilat Satellite Networks (“Gilat”) The Gilat Business 3G/4G/5G cellular satellite backhaul and high - speed connectivity solutions for enterprises On - the - move satellite communications systems including in - flight communications Install and maintain large communication networks (including fiber ) to thousands of rural communities Key Applications TTM Revenue of $94.9 million TTM Revenue of $22.2 million Customer Examples Notes (1) TTM r epresents Gilat’s f i nanc i a l s for the trailing four f i scal quarters ended June 30 , 2019 . (2) S ee further d i sc l osures and reconc ili at i ons to G AA P re l ated to the def i n i t i on and use of A d j usted EB I T D A .
8 + Drives Global Market Access By Creating a World Leader • Complements Comtech’s global market footprint , establishing a presence within key international markets with sales approaching nearly $1.0 billion annually • Substantially enhances Gilat’s access to key markets including the U.S. Government / DoD given Comtech’s strong established position with these customers • Enables Comtech to offer customers a more complete end - to - end technology solution , and strengthens Comtech’s existing R&D excellence , adding a team of hundreds of engineers across the world who are experts in the field Expands Product Portfolio With Highly Complementary Technology • Large installed base of complementary technologies and longstanding favorable customer reputation (~1.5 mil. TDMA VSAT satellite modems, >500 networks globally) • Respected portfolio of next - generation Ka - band solid - state amplifiers for commercial and military customers • Deep expertise in installing and operating large sophisticated networks that can provide rural communities with vital communication capabilities Enhances Platform To Accelerate Shareholder Value Creation • Creates additional business scale to improve margins • Deal is partial stock, providing a strong post - merger balance sheet with expected net leverage of only ~3.00x within 12 months of close • Anticipated to be cash accretive during the 1 st full year post - close with conservative synergies of $2.0 million derived from the elimination of public company costs with additional opportunities for both sales growth and further efficiencies in Year 2 • CMTL expected to be dual - listed on TASE (Tel Aviv Stock Exchange) & Nasdaq driving increased liquidity for shareholders & new investors Broadens Leadership in High - Growth IFC & Backhaul Markets • Gilat is a leader in the growing in - flight connectivity (“IFC”) market with complementary IFC amplifiers, modems, and antennas and strong relationships with IFC customers such as Gogo , Honeywell and Global Eagle, enabling large IFC networks globally • Significant investments in R&D will pave the way for satellite integration into the 5G cellular backhaul ecosystem • Allows Comtech and Gilat to integrate complementary technologies and strengthens relationships with top - tier MNOs such as Softbank, T - Mobile, and NTT DoCoMo Key Strategic Benefits Of Gilat Acquisition
9 Government 15% Commercial 85% Government 47% Commercial 53% Government 38 % Commercial 62% United States 75% International 25% United States 38% International 62% Further Customer & Geographic Diversification While Enhancing Margins R e v enu e by Geography and Comtech Segment ( 3 ) (4) P ro F o r m a C ombine d Rev enu e Notes : (1) Represents Gilat’s f i nanc i a l s for the four f i scal quarters ended June 30, 2019. (2) S ee further d i sc l osures and reconc ili at i ons to G AA P re l ated to the def i n i t i on and use of A d j usted EB I T D A . (3) B ased on Co m tech’s f i scal year ended Ju l y 31, 201 9 and Gilat’s four f i scal quarters ended June 30, 2019. (4) Estimated based on Gilat’s fiscal year 2018 revenue by geography with the same percentage applied to TTM June 2019 revenue and then added to Comtech’s a ct ual business results. Trailing Twelve Months (1) June 30, 2019 F i s ca l Y e ar J u l y 31 , 201 9 F Y 201 9 + TTM June 30, 2019 P ro F o r m a ($ i n m illi on s ) R e v e nu e A d j u s t e d E B I T D A (2) % M a r g i n $ 671.8 $ 93.5 13.9 % $ 254.3 $36.7 14.4 % $ 926.1 $ 130.2 14.1 % United States 64% International 36% Excludes Synergies
10 Examples of Exposure To Growing Demand For Connectivity High speed in - flight connectivity is fast becoming a necessity for travelers and an imperative for airlines Emerging threat of electronic warfare and demand for high - bandwidth battlefield communications are driving increased focus on military communications networks Continued adoption of 4G and ultimate transition to 5G will increase data usage, requiring greater satellite backhaul capacity and upgrades to equipment High Speed In - Flight Satellite Connectivity Increased Need for Satellite Cellular Backhaul for 3G/4G and 5G Military Communications Modernization Acquisition of Gilat adds a leading position in IFC, with end - to - end solutions and strong relationships with leading players in the industry Gilat adds a more complete set of cellular backhaul capabilities, enabling Comtech to provide customers with additional end - to - end solutions Gilat will be able to leverage Comtech’s strong relationships with military customers (including the U.S. Government) Acquisition of Gilat Better Positions Comtech To Take Advantage of Key Marketplace Trends Expected Growth in LEO / MEO / HTS & VHTS Satellite Constellations Will Require Significant Investment In Ground Infrastructure and Comtech Will Be Poised to Benefit
11 Announced Acquisitions Of UHP + Gilat Uniquely Positions Comtech UHP Acquisition Announced in November 2019 + + MEO 2,000 - 10,000 km ~ 120 msec GEO 35,786 km ~550msec LEO 500 - 2,000 km ~15msec SES/O3B ~2 Tbps 22 Satellites OneWeb ~ 4.5 Tbps Satellites Telesat ~9 Tbps 300 Satellites SpaceX ~ 0 Tbps Satellites Amazon ~20Tbps 3263 Satellites HTS/VHTS ~ 100 - 500 Gbps Coming Next Generation Capacity Expected to Drive Growth Allows Comtech to Integrate Technologies and Functionalities to Provide Best - In - Class Satellite Network Solutions Worldwide In - Flight Connectivity Demand Expected to Continue
12 x Entry into the 911 public safety and location markets and significantly expanded and strengthened our U.S. Government business x Created scale and more diversified earnings x Further expanded presence in growing public safety market and increased recurring revenues x Brought new relationships with public safety customers and strengthened position with existing customers x Solidified Comtech’s Next Generation 911 presence x Helped secure a five - year $100.0M contract to develop and maintain a cloud - based NG - 911 platform for a northeastern state in the U.S. Recent Successful Transactions Rationale and Highlights Telecommunication Systems (“TCS”) Closed February 2016; $423.6M purchase price TCS is a leader provider of 911 public safety services, trusted location and satellite - based mission critical solutions Solacom Technologies (“ Solacom ”) Closed February 2019; $31.5M purchase price Solacom is a leading provider of Next Generation 911 solutions for public safety agencies Call handling and management solutions enable efficient collection of information in emergencies GD NG - 911 Closed April 2019; $10.0M purchase price GD NG - 911 offers a 9 - 1 - 1 emergency communications system to state and local government clients Extensive Acquisition Experience and Track Record of Successful Integration Comtech Has A Proven Track Record Of Successful Acquisitions
13 Clear Path To Driving Future Shareholder Value Year 1 Rapid changes and growth in the satellite industry require business scale and strength Both Gilat’s and Comtech’s management and talented global workforce are expected to remain in place, with industry - leading R&D Drive industry leading innovation by integrating complementary technologies and functionalities to provide best - in - class satellite network solutions. Year 1 & Beyond Focus on Growth Opportunities Minimal Integration Risks With a Focus on Driving Long - Term Growth & Expanding Margins Fully committed financing from our lending partners with cash interest costs expected to range from 4.0% to 5.0% and significant flexibility going forward Strong cash flow generation expected to result in quick pay - down of acquisition debt with Year 2 net leverage targets of approximately 3.00x Adds a sizable base to Comtech’s backlog with more visibility to future revenues and a path to improved combined Adjusted EBITDA margin as revenue and cost synergies are achieved Financial Considerations Expected to be cash accretive in the first year after acquisition closes Assumes conservative synergies of only $2.0 million from elimination of public company costs Sharp focus on collaboration between Comtech & Gilat, with a substantial focus on maximizing its positioning for long - term growth and success Excluding the impact of amortization of intangibles associated with purchase accounting and acquisition plan expenses, the acquisition is expected to:
14 Transaction Summary Overview Comtech to acquire Gilat for $10.25 per share (70% in cash and 30% in stock) The Gilat acquisition is highly strategic and significantly expands Comtech’s existing capabilities and provides new channels for growth against a very favorable satellite communications industry backdrop Gilat is a leading global provider of satellite - based broadband communications with strong positions in mobile inflight connectivity, cellular backhaul, and broadband access During the period most comparable to Comtech’s fiscal year ended July 31, 2019, Gilat reported trailing twelve months sales of $254.3 million and $36.7 million of Adjusted EBITDA through June 30, 2019¹ Transaction Terms & Shareholder Information Gilat shareholders will receive $7.18 per share in cash and 0.08425 of a share of Comtech stock — Total consideration of $10.25 represents a premium of approximately 14.52% as compared to the 90 - day volume weighted average trading price Total enterprise value of $532.5 million Gilat shareholders will own approximately 16.1% of the combined company. Comtech plans to pursue a dual listing on the Nasdaq and Tel Aviv Stock Exchange to become effective upon closing of the transaction Financial Impact Comtech balance sheet and financial profile will remain strong and Comtech has obtained committed bank financing with low - cost cash interest rate of approximately 4.0% to 5.0% Net leverage of 3.85x at close with $45.0 million of unrestricted cash at close and given expected strong cash flows, net leverage of 3.00 within 12 months following close Comtech’s current annual dividend target of $0.40 expected to be maintained Acquisition expected to be cash accretive within 12 months following close with only $2.0 million of synergies Timing and Closing Transaction unanimously approved by the Boards of Directors of both companies Closing expected late in Comtech’s fiscal 2020 or early fiscal 2021, subject to the satisfaction of customary closing conditions, including regulatory approvals and Gilat shareholder approval Gilat’s directors, executive officers and certain significant shareholders holding approximately 45% of Gilat’s shares in the aggregate have entered into voting agreements to vote in favor of the transaction Note (1) TTM r epresents Gilat’s f i nanc i a l s for the trailing four f i scal quarters ended June 30, 2019. Also, see further d i sc l osures and reconc ili at i ons to G AA P re l ated to the def i n i t i on and use of A d j usted EB I T D A .
15 Comtech + Gilat = Highly Strategic & Transformative Acquisition Excellent backdrop for extending satellite technology leadership given market dynamics Adds exceptional technology and product portfolio supported by strong R&D capabilities Expected to be cash accretive within 12 months following close x x x x Increases geographic and customer diversification while enhancing long - term margins x Minimal integration risks with a focus on maximizing growth opportunities
16 Reconciliation of GAAP To Non - GAAP Financial Measures
Exhibit 99.2
Comtech
Telecommunications Corp. to Acquire Gilat Satellite Networks
for $532.5
Million in a Strategic and Cash Accretive Transaction
MELVILLE, N.Y., and PETAH
TIKVA, ISRAEL; January 29, 2020 7:00 A.M. ET -- Comtech Telecommunications Corp. (Nasdaq: CMTL)
(“Comtech”) and Gilat Satellite Networks Ltd. (Nasdaq: GILT; TASE: GILT) (“Gilat”) jointly announced today
that Comtech has agreed to acquire Gilat in a cash and stock transaction for $10.25 per Gilat ordinary share of which 70% will
be paid in cash and 30% in Comtech common stock, resulting in an enterprise value of approximately $532.5 million. Founded in 1987
with its headquarters in Israel, Gilat is a worldwide leader in satellite networking technology, solutions and services with market
leading positions in the satellite ground station and in-flight connectivity solutions markets and deep expertise in operating
large network infrastructures.
Based
on Comtech’s fiscal year 2019 actual results and Gilat’s trailing twelve-month results through June 30, 2019, on a
pro-forma basis, Comtech would have reported approximately $926.1 million of revenue with Adjusted EBITDA of approximately $130.2
million (see definition and reconciliation to GAAP financial measures in the table below). The combined companies would employ
approximately 3,000 people and offer best-in-class satellite technology, public safety and location technology and secure wireless
solutions to commercial and government customers around the world.
Fred
Kornberg, Chairman of the Board and CEO of Comtech, said, “I am excited to have reached this agreement with Gilat and believe
this combination is beneficial to the stakeholders of both companies. The acquisition better positions Comtech to take advantage
of key marketplace trends, particularly the growing demand for satellite connectivity and the enormous long-term opportunity set
that is emerging in the secure wireless communications market. I believe that the combination of accelerating satellite connectivity
demand and the increasing availability of low-cost satellite bandwidth, makes this a perfect time to unify Comtech and Gilat’s
solutions and offer our combined customers best-in-class platform-agnostic satellite ground station technologies. Gilat is an exceptional
business that has developed extraordinary technology and has a well-respected product portfolio supported by strong research and
development capabilities. I welcome Gilat’s entire talented workforce to the Comtech family.”
Dov
Baharav, Chairman of the Board of Gilat, said, “The Gilat Board of Directors and management believe this highly strategic
combination is compelling. It is an excellent outcome for our shareholders who receive both cash and an equity interest in a strong
company with a broader range of products and the benefits of combined expertise and resources that is well positioned to create
future value against a highly favorable industry backdrop. I have long admired Comtech’s commitment to technology leadership
and I firmly believe that employees will have expanded opportunities for career development. No doubt, the future will be very
bright for Comtech and Gilat and all of our stakeholders.”
Key Strategic Benefits for
Comtech Include:
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Drives global market access by creating
a world leader with combined pro-forma sales approaching nearly $1.0 billion annually;
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Strengthens Comtech’s position as
a leading supplier of advanced communication solutions, uniquely capable of servicing the expanding need for ground infrastructure
to support both existing and emerging satellite networks;
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Expands Comtech’s product portfolio
with highly complementary technologies, including Gilat’s high-performance TDMA-based satellite modems and its next generation
solid-state amplifiers;
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Broadens leadership position in the rapidly
growing in-flight connectivity and cellular backhaul markets which are expected to expand given the availability of lower-cost
bandwidth and the adoption of satellite technologies into the 5G cellular backhaul ecosystem;
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Bolsters world-class research and development
capabilities, enabling Comtech to offer customers more complete end-to-end technology solutions;
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Enhances ability to accelerate shareholder
value creation by contributing to Comtech’s ongoing strategy to move toward higher margin solutions and by increasing customer
diversification geographically and by market; and
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Potentially offers increased liquidity
for existing and new Comtech shareholders, as Comtech plans to pursue a dual listing on the Nasdaq and Tel Aviv Stock Exchange
(“TASE”) to become effective upon the closing of the transaction.
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Acquisition Expected to be
Cash Accretive and Have Minimal Integration Risks
Excluding
the impact of acquisition plan costs (including transaction expenses) and with conservative anticipated synergies of only $2.0
million derived from the elimination of Gilat’s public company costs, the acquisition of Gilat is expected to be cash accretive
to Comtech during the first twelve months post-closing. Comtech believes that with careful planning and execution, it can capitalize
on opportunities to achieve both sales growth and further efficiencies during the second-year post-closing.
Both
companies’ talented global workforces are expected to remain in place and focus intently on meeting all customer commitments
and expectations, including supporting all existing products, services and agreements. The transaction enlarges Comtech’s
global market footprint with a significant physical presence in key international markets. This increased presence addresses a
growing need for local touch points that can offer integrated secure connectivity solutions including public safety and location
solutions. At the same time, Gilat will gain access to Comtech’s strong relationships with the U.S. government, allowing
expanded distribution of Gilat’s products and solutions to the U.S. government. As such, Comtech believes the transaction
carries minimal integration risk while creating numerous opportunities for potential long-term revenue and efficiency synergies
going forward.
Comtech
will continue to emphasize capturing growth opportunities from favorable market trends, including: expected increased demand for
solutions to provide high speed in-flight satellite connectivity; the adoption of new satellite ground station technologies into
the 5G cellular backhaul eco-system; and the expected need for equipment and network upgrades to accommodate an anticipated increase
in satellite capacity when new Very High Throughput Satellites (“VHTS”) and high capacity Medium Earth Orbit (“MEO”)
and Low Earth Orbit (“LEO”) satellite constellations are launched and fully operational. Together with its previously
announced pending acquisition of UHP Networks, Comtech believes it will be uniquely positioned to take advantage of these important
trends.
Gilat
announced on November 19, 2019 that it expects to achieve sales of between $260.0 million and $270.0 million with Adjusted EBITDA
ranging from $38.0 million to $42.0 million for its fiscal year ended December 31, 2019. Comtech announced on December 4, 2019
that it expects to achieve sales of between $712.0 million and $732.0 million with Adjusted EBITDA ranging from $99.0 million to
$103.0 million for its fiscal year ending July 31, 2020. Neither Comtech nor Gilat is revising their previously announced respective
fiscal year financial outlook.
In
light of the agreement between Comtech and Gilat, Gilat has cancelled its fourth quarter and fiscal 2019 year-end conference call
and webcast previously scheduled for February 19, 2020. Once the transaction closes, Comtech will provide combined revenue, Adjusted
EBITDA and diluted earnings per share guidance in a future announcement.
Leadership and Business Structure
Fred
Kornberg, Comtech’s Chairman of the Board and Chief Executive Officer (“CEO”) will continue in his role as CEO
of the combined company. Michael Porcelain, Comtech’s Chief Operating Officer, who was promoted and named President of Comtech
earlier today, will work hand-in-hand with both Comtech and Gilat employees to maximize the potential of the combined company.
Michael Bondi will continue in his role as Chief Financial Officer (“CFO”) of the combined company. Comtech will continue
to maintain its headquarters in Melville, New York.
Post-closing
of the transaction, Gilat will become a wholly owned subsidiary of Comtech and will maintain its well renowned and highly regarded
brand. Gilat will continue to maintain its corporate headquarters and research and development facility in Petah Tikva, Israel
under the leadership of Yona Ovadia, Gilat’s CEO and Adi Sfadia, Gilat’s CFO. Mr. Sfadia will also be assuming the
role of Gilat’s Chief Integration Officer, helping to plan a smooth acquisition and to maximize shareholder value.
No
Comtech or Gilat facility locations are expected to be closed as a result of the transaction and each key business area is expected
to continue to be led by its respective existing proven leadership teams after the transaction closes.
Transaction Structure and
Terms
Under
the terms of the agreement, unanimously approved by both companies’ Board of Directors, Gilat shareholders will receive total
consideration of $10.25 per share, comprised of $7.18 per share in cash and 0.08425 of a share of Comtech common stock for each
share of Gilat held.
The total consideration of $10.25
represents a premium of approximately 14.52% to Gilat’s 90-day volume-weighted average trading price.
Upon
completion of the transaction, Gilat’s shareholders will own approximately 16.1% of the combined company.
Financing and Acquisition
Plan Expenses
As
of September 30, 2019, Gilat had approximately $53.1 million of unrestricted cash and cash equivalents with debt of approximately
$8.2 million. As of October 31, 2019, Comtech had approximately $46.9 million of cash and cash equivalents and debt of approximately
$169.0 million.
Comtech
expects to fund the acquisition and related transaction costs by redeploying a portion of the $100.0 million of pro forma combined
cash and cash equivalents plus additional cash expected to be generated prior to closing, and by drawing on a new $800.0 million
secured credit facility to be provided by Citibank, N.A., Manufacturers and Traders Trust Company (“M&T Bank”),
Santander Bank, N.A., BMO Harris Bank, N.A. (“Bank of Montreal”), Regions Bank, Israel Discount Bank of New York and
Goldman Sachs Bank USA. Comtech expects that the cash interest rate on this facility will approximate 4.0% to 5.0% on an annual
basis, before any origination fees. Furthermore, Comtech expects the terms of the facility will be based on a net leverage ratio
providing significant flexibility. The exact terms of the credit facility will be finalized at or prior to the closing of the acquisition.
On
a pro forma basis including preliminary estimated combined acquisition plan expenses of approximately $27.0 million, the repayment
of Gilat bank debt and funding of Comtech’s other pending acquisitions, Comtech would have approximately $45.0 million of
unrestricted cash at closing with total net debt of approximately $500.0 million or net leverage of 3.85x. Total net debt is expected
to decrease quickly and significantly. Based on expected strong cash flows to be generated from the combined businesses, net leverage
twelve months after closing will decrease to approximately 3.00x.
Comtech expects that it will
maintain its annual targeted dividend of $0.40 per share.
In
connection with the acquisition of Gilat, Comtech expects to incur acquisition plan expenses (including professional fees for financial
and legal advisors and debt refinancing costs). Some of these expenses are expected to be immediately expensed both prior to and
upon closing, another portion expensed during the first year following the closing and the balance capitalized. Pursuant to accounting
rules, the acquisition is expected to result in a material increase in annual amortization expense related to intangibles and other
fair value adjustments.
Shareholder Support and Closing Conditions
Gilat’s
directors, executive officers and certain significant shareholders holding approximately 45% of Gilat’s issued and outstanding
shares in the aggregate have entered into voting agreements pursuant to which they have agreed, subject to certain terms and conditions,
to vote in favor of the transaction. In the upcoming weeks, Gilat will call for an Extraordinary General meeting of Shareholders
to vote on the merger. The transaction requires the affirmative vote of the holders of a majority of the ordinary shares present
(in person or by proxy) at the meeting and voting on such matter (including abstentions and broker non-votes).
The
transaction is subject to customary closing conditions (including, among others, the approval of Gilat’s shareholders and
expiration of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976) and the transaction
is expected to close late in Comtech’s fiscal year 2020 or the first part of its fiscal 2021. No approval by Comtech stockholders
is required and the consummation of the transaction is not subject to any financing condition.
CGC Technology Acquisition
Comtech
is also announcing today that it has acquired CGC Technology Limited (“CGC”) for approximately $23.7 million, of which
$11.6 million was settled in restricted stock and the remainder in cash. Founded in 1999, CGC is based in the United Kingdom and
is a leading provider of high precision full motion fixed and mobile X/Y satellite tracking antennas, reflectors, radomes and other
ground station equipment around the world. With significant growth in LEO and MEO satellite constellations expected, the acquisition
adds another growth dynamic to Comtech and brings immediate relationships with several top-tier European aerospace companies and
other government entities. The financial impact of the acquisition was not material to Comtech.
Conference Call, Investor Presentation
and Other Information
Comtech’s
management will discuss the transaction in more detail at a special conference call and live webcast scheduled for this morning
(January 29, 2020) at 8:00 AM U.S. ET. Dov Baharav, the Chairman of the Board of Gilat will also join the call.
Investors are invited to access
a live webcast of the conference call from the Investor Relations section of the Comtech web site at www.comtechtel.com.
Alternatively, investors can access the conference call by dialing (800) 791-4813 (domestic) or (785) 424-1102 (international)
and using the conference I.D. of “Comtech” or “2668324.” A replay of the conference call will be available
for 30 days by dialing (800) 839-5484 or (402) 220-1522. An online archive of the webcast will be available on the Investor Relations
section of Comtech’s web site for at least 30 days following the call. A separate investor presentation relating to the
acquisition is available at www.comtechtel.com.
Advisors
Goldman
Sachs and Co. LLC is serving as an exclusive financial advisor to Comtech. Proskauer Rose LLP and Goldfarb Seligman & Co. are
acting as Comtech’s legal counsel. Alnitak & Co. Inc., Jefferies LLC and Quilty Analytics LLC are serving as financial
advisors to Gilat. Naschitz Brandes Amir & Co. is acting as Gilat’s legal counsel.
Additional Information
and Where to Find It
This
press release is being made in respect of a proposed business combination involving Comtech and Gilat. This press release
does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of
any vote or approval nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed
transaction will be submitted to the shareholders of Gilat for their consideration. Comtech intends to file with the U.S. Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a preliminary prospectus
with respect to Comtech’s common stock to be issued in the proposed transaction and a proxy statement of Gilat in connection
with the merger of an indirect subsidiary of Comtech with and into Gilat, with Gilat surviving. The information in the preliminary
proxy statement/prospectus is not complete and may be changed. Comtech may not sell the common stock referenced in the proxy statement/prospectus
until the Registration Statement on Form S-4 becomes effective. The proxy statement/prospectus will be provided to Gilat shareholders.
Comtech and Gilat also plan to file other documents with the SEC regarding the proposed transaction.
This press release is not a
substitute for any prospectus, proxy statement or any other document that Comtech or Gilat may file with the SEC in connection
with the proposed transaction. Investors and security holders of Comtech and Gilat are urged to read the proxy statement/prospectus
and any other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because
they will contain important information about the proposed transaction.
You may obtain copies of
all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In
addition, investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when they
become available) and other documents filed with the SEC by Comtech on Comtech’s Investor Relations page on
Comtech’s web site at www.comtechtel.com or by writing to Comtech, Investor
Relations, (for documents filed with the SEC by Comtech), or by Gilat on Gilat’s Investor Relations page on
Gilat’s web site at www.Gilat.com or by writing to Gilat, Investor Relations,
(for documents filed with the SEC by Gilat).
Comtech and Gilat and their
respective directors and executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information about Comtech’s directors and executive officers
is available in Comtech’s proxy statement for its 2019 Annual Meeting of Stockholders filed with the SEC on November 15,
2019. Information about directors and executive officers of Gilat is available in its Annual Report on Form 20-F for the year ended
December 31, 2018 filed with the SEC on March 18, 2019. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the
proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain
free copies of these documents from Comtech or Gilat using the sources indicated above.
About Comtech
Comtech Telecommunications
Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions.
The company sells products to a diverse global customer base and offers a variety of advanced secure communication solutions including
satellite ground station technologies (such as modems and amplifiers), public safety and location technologies (such as 911 call
routing and mapping solutions), mission-critical technologies (such as tactical satellite-based networks and ongoing support for
complicated communication networks) and high-performance transmission technologies (such as troposcatter systems and solid-state,
high-power amplifiers). For more information, visit www.comtechtel.com.
About Gilat
Gilat Satellite Networks Ltd.
is a leading global provider of satellite-based broadband communications. With 30 years of experience, Gilat designs and manufactures
cutting-edge ground segment equipment, and provides comprehensive solutions and end-to-end services, powered by Gilat’s innovative
technology. Delivering high value competitive solutions, Gilat’s portfolio comprises of a cloud based VSAT network platform,
high-speed modems, high performance on-the-move antennas and high efficiency, high power Solid State Amplifiers (SSPA) and Block
Upconverters (BUC).
Gilat’s comprehensive
solutions support multiple applications with a full portfolio of products to address key applications including broadband access,
cellular backhaul, enterprise, in-flight connectivity, maritime, trains, defense and public safety, all while meeting the most
stringent service level requirements. For more information, please visit: www.gilat.com.
Forward-Looking Statements
Certain information in this
press release contains forward-looking statements, including, but not limited to, information relating to Comtech’s and Gilat’s
future performance and financial condition, plans and objectives of Comtech's management and Gilat’s management and Comtech's
and Gilat’s assumptions regarding such future performance, financial condition and plans and objectives that involve certain
significant known and unknown risks and uncertainties and other factors not under Comtech's or Gilat’s control which may
cause their actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's management
and Gilat’s management to be materially different from the results, performance or other expectations implied by these forward-looking
statements. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking
statements, which generally are not historical in nature. Forward-looking statements could be affected by factors including, without
limitation: risks associated with the ability to consummate the proposed transaction and the timing of the closing of the proposed
transaction or the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement;
the risk that requisite regulatory approvals will not be obtained; the possibility that the expected synergies from the proposed
transaction or other recent acquisitions will not be fully realized, or will not be realized within the anticipated time periods;
the risk that Comtech’s and Gilat’s businesses will not be integrated successfully; the possibility of disruption from
the proposed transaction or other recent acquisitions making it more difficult to maintain business and operational relationships
or retain key personnel; the risk that Comtech will be unsuccessful in implementing a tactical shift in its Government Solutions
segment away from bidding on large commodity service contracts and toward pursuing contracts for its niche products with higher
margins; the risks associated with Comtech’s ongoing evaluation and repositioning of its location technologies solutions
offering in its Commercial Solutions segment; the nature and timing of receipt of, and Comtech’s performance on, new or existing
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; new product announcements and enhancements, including the risks associated with Comtech's launch of its HeightsTM
Networking Platform; changing customer demands and or procurement strategies; changes in prevailing economic and political conditions;
changes in the price of oil in global markets; changes in foreign currency exchange rates; risks associated with legal proceedings,
customer claims for indemnification and other similar matters; risks associated with Comtech's obligations under its Credit Facility;
risks associated with large contracts; the impact of H.R.1, also known as the Tax Cuts and Jobs Act, which was enacted in December
2017 in the U.S.; and other factors described in this and Comtech's and Gilat’s other filings with the SEC. Neither Comtech
nor Gilat undertakes any duty to update any forward-looking statements contained herein.
Use of Non-GAAP Financial
Information
|
|
|
Comtech
|
|
|
Gilat
|
|
|
Excludes
Synergies
|
|
|
($ in millions)
|
|
Four Fiscal Quarters Ended:
|
|
|
Pro Forma
|
|
|
|
|
July 31, 2019
|
|
|
June 30, 2019
|
|
|
Combined(2)
|
|
Reconciliation of GAAP Net Income to
Adjusted EBITDA(1):
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
25.0
|
|
|
$
|
20.2
|
|
|
$
|
45.2
|
|
|
Provision for (benefit from) income taxes
|
|
|
3.9
|
|
|
|
(0.9
|
)
|
|
|
3.0
|
|
|
Interest income and other
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Write-off of deferred financing costs
|
|
|
3.2
|
|
|
|
-
|
|
|
|
3.2
|
|
|
Interest expense
|
|
|
9.2
|
|
|
|
3.5
|
|
|
|
12.8
|
|
|
Amortization of stock-based compensation
|
|
|
11.4
|
|
|
|
1.8
|
|
|
|
13.2
|
|
|
Amortization of intangibles
|
|
|
18.3
|
|
|
|
1.1
|
|
|
|
19.5
|
|
|
Depreciation
|
|
|
11.9
|
|
|
|
10.5
|
|
|
|
22.4
|
|
|
Estimated contract settlement costs
|
|
|
6.4
|
|
|
|
-
|
|
|
|
6.4
|
|
|
Settlement of intellectual property litigation
|
|
|
(3.2
|
)
|
|
|
-
|
|
|
|
(3.2
|
)
|
|
Acquisition plan expenses
|
|
|
5.9
|
|
|
|
-
|
|
|
|
5.9
|
|
|
Facility exit costs
|
|
|
1.4
|
|
|
|
-
|
|
|
|
1.4
|
|
|
Trade secret litigation
|
|
|
-
|
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
Reorganization costs
|
|
|
-
|
|
|
|
0.6
|
|
|
|
0.6
|
|
|
Adjusted EBITDA
|
|
$
|
93.5
|
|
|
$
|
36.7
|
|
|
$
|
130.2
|
|
Note: Totals
may not foot due to rounding
|
|
(1)
|
The Company's Adjusted EBITDA is a Non-GAAP measure that represents earnings (loss) before income
taxes, interest (income) and other, write-off of deferred financing costs, interest expense, amortization of stock-based compensation,
amortization of intangible assets, depreciation expense, estimated contract settlement costs, acquisition plan expenses or strategic
alternatives analysis expenses, facility exit costs, settlement of intellectual property litigation and other. The Company's definition
of Adjusted EBITDA may differ from the definition of EBITDA used by other companies and therefore may not be comparable to similarly
titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by the Company's investors and
analysts. The Company believes that investors and analysts may use Adjusted EBITDA, along with other information contained in its
SEC filings, in assessing the Company's performance and comparability of its results with other companies. Non-GAAP financial measures
have limitations as an analytical tool as they exclude the financial impact of transactions necessary to conduct the Company’s
business, such as the granting of equity compensation awards, and are not intended to be an alternative to financial measures prepared
in accordance with GAAP. These measures are adjusted as described in the reconciliation of GAAP to Non-GAAP, but these adjustments
should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. Non-GAAP
financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined
in accordance with GAAP. Investors are advised to carefully review the GAAP financial results that are disclosed in the Company’s
SEC filings.
|
|
|
(2)
|
Pro forma combined results exclude all expenses resulting from the acquisition (including, for
example, changes in interest expense associated with the credit facility commitment received by Comtech, as well as synergies and
changes in amortization of acquired intangibles).
|
PCMTL
###
Contact Information
For Gilat Satellite Networks
Media and Investor Relations
Doreet Oren, Director Corporation Communications
DoreetO@gilat.com
or
June Filingeri, of Comm-Partners LLC
+1-203-972-0186
junefil@optonline.net
For Comtech Telecommunications Corp.
Media or Investor Relations
Michael D. Porcelain, President and Chief
Operating Officer
631-962-7000
info@comtechtel.com
Exhibit 99.3
+
Employee Questions and Answers
Forward-Looking Statements
Certain
information contained herein contains forward-looking statements, including, but not limited to, information relating to Comtech’s
and Gilat’s future performance and financial condition, plans and objectives of Comtech's management and Gilat’s management
and Comtech's and Gilat’s assumptions regarding such future performance, financial condition and plans and objectives that
involve certain significant known and unknown risks and uncertainties and other factors not under Comtech's or Gilat’s control
which may cause their actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's
management and Gilat’s management to be materially different from the results, performance or other expectations implied
by these forward-looking statements. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended
to identify such forward-looking statements, which generally are not historical in nature. Forward-looking statements could be
affected by factors including, without limitation: risks associated with the ability to consummate the proposed transaction and
the timing of the closing of the proposed transaction or the occurrence of any event, change or circumstance that could give rise
to the termination of the merger agreement; the risk that requisite regulatory approvals will not be obtained; the possibility
that the expected synergies from the proposed transaction or other recent acquisitions will not be fully realized, or will not
be realized within the anticipated time periods; the risk that Comtech’s and Gilat’s businesses will not be integrated
successfully; the possibility of disruption from the proposed transaction or other recent acquisitions making it more difficult
to maintain business and operational relationships or retain key personnel; the risk that Comtech will be unsuccessful in implementing
a tactical shift in its Government Solutions segment away from bidding on large commodity service contracts and toward pursuing
contracts for its niche products with higher margins; the risks associated with Comtech’s ongoing evaluation and repositioning
of its location technologies solutions offering in its Commercial Solutions segment; the nature and timing of receipt of, and Comtech’s
performance on, new or existing 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; new product announcements and enhancements, including the risks associated
with Comtech's launch of its HeightsTM Networking Platform ("Heights");
changing customer demands and or procurement strategies; changes in prevailing economic and political conditions; changes in the
price of oil in global markets; changes in foreign currency exchange rates; risks associated with legal proceedings, customer claims
for indemnification and other similar matters; risks associated with Comtech's obligations under its Credit Facility; risks associated
with large contracts; the impact of H.R.1, also known as the Tax Cuts and Jobs Act, which was enacted in December 2017 in the U.S.;
and other factors described in this and Comtech's and Gilat’s other filings with the SEC. Neither Comtech nor Gilat undertakes
any duty to update any forward-looking statements contained herein.
Employee Questions and Answers
|
|
1.
|
Who is Comtech and why are they buying Gilat?
|
|
|
·
|
Comtech is a leading provider of advanced communications solutions for both
commercial and government customers worldwide. Comtech’s solutions fulfill needs for secure wireless communications in some
of the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in
mission-critical scenarios where performance is crucial.
|
|
|
·
|
In recent years, Comtech has benefited from an increase in market demand
for global voice, video and data usage and has completed numerous acquisitions. Comtech believes that Gilat is an exceptional business
that has developed extraordinary technology and has a well-respected product portfolio supported by strong research and development
capabilities.
|
|
|
·
|
The acquisition better positions Comtech and Gilat to continue to take advantage
of key marketplace trends and support our respective customer base.
|
|
|
·
|
As a combined company, both Comtech and Gilat will continue to emphasize
maximizing growth opportunities from: the expected increased demand for solutions to provide high speed in-flight satellite connectivity;
the adoption of new satellite ground station technologies into the 5G cellular backhaul eco-system; and the expected need for equipment
and network upgrades to accommodate an anticipated increase in satellite capacity once new Very High Throughput Satellites (“VHTS”)
and high capacity Medium Earth Orbit (“MEO”) and Low Earth Orbit (“LEO”) satellite constellations are launched
and fully operational.
|
|
|
2.
|
How will this transaction benefit employees?
|
|
|
·
|
This transaction is important to employees of both companies. In simple
terms, employees from both companies will benefit from expanded opportunities for career development. Employees will benefit by
learning from new colleagues and taking advantage of combined expertise. In addition, we believe that the combination of two great
companies will allow us to invest in new technologies.
|
|
|
3.
|
Will there be any layoffs as a result of the transaction?
|
|
|
·
|
Both Gilat and Comtech’s talented global workforce are expected to
remain in place and focus intently on meeting all customer commitments and expectations, including supporting all existing products,
services and agreements. Although minor public company costs will be eliminated, the growth of the combined companies is expected
to result in a net increase in jobs.
|
|
|
·
|
Comtech does not anticipate cancelling any product lines after the acquisition
is completed, and intends to support all products, solutions and customers world-wide. Obviously, employees from both companies
will be critical to the success of the combination and we believe there will be more opportunities for employees of both companies
to advance their careers as we work to achieve that success.
|
|
|
4.
|
How will this transaction affect my benefits?
|
|
|
·
|
At this point, there are no changes expected to employee benefits, bonus
or sales commission plans expected.
|
|
|
·
|
During the integration planning stages, Comtech & Gilat will perform
a comprehensive review of all benefit plans and will provide further communications to employees through local management.
|
|
|
·
|
As a combined company, we expect to continue to offer a comprehensive and
competitive compensation and benefits package for employees of both companies that will allow us to continue to attract and retain
the talent needed to drive success.
|
|
|
5.
|
After the transaction closes, what will the combined company be called?
|
|
|
·
|
Although the combined company will be called Comtech, Gilat will become a wholly
owned subsidiary and maintain its brand. Both companies intend to retain and leverage each company’s well-recognized and
well-respected brand names.
|
|
|
6.
|
Who will lead the combined company, will the Company’s headquarters be moved to Israel or
stay in New York and will our IT systems?
|
|
|
·
|
Comtech will continue to maintain its headquarters in Melville, New York
under the leadership of Fred Kornberg (CEO), Michael Porcelain (President and COO) and Michael Bondi (CFO).
|
|
|
·
|
Gilat will continue to maintain its corporate headquarters and research
and development facility in Petah Tikva, Israel, under the leadership of Yona Ovadia (Gilat’s CEO). Adi Sfadia (Gilat’s
CFO) will continue in his role and has also been named Gilat’s Chief Integration Officer. Michael Porcelain will work together
with Yona and Adi to maximize the potential of the two companies. During our due diligence review of Gilat’s business, we
have met with many members of Gilat’s senior management and a number of other Gilat employees and have been very impressed.
We look forward to working with the entire senior management of Gilat and all its employees to make this acquisition a success.
|
|
|
·
|
Like Comtech, Gilat also has an impressive company-wide IT infrastructure,
including its enterprise resource planning. We expect to leverage this infrastructure for Comtech’s existing businesses.
|
|
|
·
|
Both Comtech and Gilat utilize the same cloud-based email and customer relations
management system. Some system and process changes should be expected as we expect to unify such systems to facilitate communications
and financial reporting. Such planning will begin immediately.
|
|
|
7.
|
What will happen to customer facing organizations like sales, technical support and will any facilities be consolidated?
|
|
|
·
|
No Comtech or Gilat facility locations are expected to be closed.
|
|
|
·
|
While it is premature to discuss specifics now, we will be working together
at the appropriate time to assemble an integration team that will begin identifying how to best build upon each company’s
strengths and most effectively bring our companies together. Each key business area for both Comtech and Gilat is expected to continue
to be led by their respective existing proven leadership teams after the transaction closes.
|
|
|
8.
|
What can employees expect between signing and closing of the transaction?
|
|
|
·
|
It will be business as usual. Gilat’s senior management will make
all decisions related to Gilat’s business until the merger closes.
|
|
|
·
|
Until then, Gilat and Comtech will remain separate and independent companies.
We all need to remain focused on achieving our goals and serving our customers with the same passion and dedication that they expect
and deserve. We intend to update employees from time to time as we move toward completion of the transaction. In the meantime,
we are counting on all of you to continue, as always, to provide our customers with market-leading solutions and services.
|
|
|
9.
|
Should I be speaking to my counterpart at the other company?
|
|
|
·
|
Until the transaction closes, it is business as usual. You should not contact
any employee at the other company unless you are requested to do so by your supervisor.
|
|
|
10.
|
How will this transaction affect our relationship with our customers?
|
|
|
·
|
We believe that the transaction will be beneficial to all of our customers.
We will be able to offer a broader range of products and services to our customers, and will have additional resources, primarily
talented employees, to invest in innovative products and services.
|
|
|
·
|
After permission is received, Comtech and Gilat sales teams will soon call
and email their respective customers separately to inform them of this news and help address any questions. We will be sharing
with our customers our enthusiasm for the many benefits to them resulting from this transaction.
|
|
|
11.
|
What should I do if I receive a call from a reporter or analyst asking for information about the
acquisition?
|
|
|
·
|
We caution you that there are securities and other laws and regulations that
may apply to communications about this transaction. As such, employees from both companies are not authorized to make any statements
to the press, securities analysts, or the media relating to this transaction.
|
|
|
·
|
Statements or responses to questions regarding matters other than this transaction
must be made in accordance with each Company’s normal respective disclosure policies.
|
|
|
·
|
If contacted by the press, securities analysts or the media, please inform
your local subsidiary President or supervisor.
|
|
|
12.
|
When will the transaction close?
|
|
|
·
|
The transaction is subject to customary closing conditions, including, among
others, the approval of Gilat’s shareholders and expiration of the applicable waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1976, and is expected to close late in Comtech’s fiscal year 2020 or the first part of its
fiscal 2021. When an exact date has been finalized, we will communicate that.
|
|
|
13.
|
Where can employees obtain additional information?
|
|
|
·
|
Many of the details regarding how the combined companies will operate are
still being worked out. As plans are developed, we will strive to keep you up to date. In the interim, your manager and Human Resource
representative will be available to address any questions you may have.
|
Additional
Information and Where to Find It
This document
is being made in respect of a proposed business combination involving Comtech and Gilat. This document does not constitute
an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote or approval
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction
will be submitted to the shareholders of Gilat for their consideration. Comtech intends to file with the U.S. Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 that will include a preliminary prospectus with respect
to Comtech’s common stock to be issued in the proposed transaction and a proxy statement of Gilat in connection with the
merger of an indirect subsidiary of Comtech with and into Gilat, with Gilat surviving. The information in the preliminary
proxy statement/prospectus is not complete and may be changed. Comtech may not sell the common stock referenced in the proxy
statement/prospectus until the Registration Statement on Form S-4 becomes effective. The proxy statement/prospectus will
be provided to the Gilat shareholders. Comtech and Gilat also plan to file other documents with the SEC regarding the proposed
transaction.
This document
is not a substitute for any prospectus, proxy statement or any other document that Comtech or Gilat may file with the SEC in connection
with the proposed transaction. Investors and security holders of Comtech and Gilat are urged to read the proxy statement/prospectus
and any other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because
they will contain important information about the proposed transaction.
You may
obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov).
In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by Comtech on
Comtech’s Investor Relations page or by writing to Comtech, Investor Relations, or by Gilat on Gilat’s Investor Relations
page or by writing to Gilat, Investor Relations, for documents filed with the SEC by Gilat.
Comtech and Gilat and their respective directors and
executive officers and other members of management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information about Comtech’s directors and executive officers is
available in Comtech’s proxy statement for its 2019 Annual Meeting of Stockholders filed with the SEC on November 15,
2019. Information about directors and executive officers of Gilat is available in its Annual Report on Form 20-F for the year
ended December 31, 2018 filed with the SEC on March 18, 2019. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become
available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting
or investment decisions. You may obtain free copies of these documents from Comtech or Gilat using the sources indicated
above.
