Comtech Files Definitive Proxy Materials and Mails Letter to Stockholders

MELVILLE, N.Y. –
November 11, 2021– Comtech Telecommunications Corp. (NASDAQ: CMTL), a leading global provider of next-generation 911 emergency systems and secure wireless communications technologies, today announced that it has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its upcoming Fiscal 2021 Annual Meeting of Stockholders.

In conjunction with the definitive proxy filing, Comtech is mailing a letter to stockholders highlighting the meaningful steps the Company has taken, and continues to take, to enhance corporate governance, strengthen financial performance and flexibility, and create significant near- and long-term value for all stockholders.

The full text of the letter follows:

오늘 동봉된 파란색 위임장을 컴텍의 유능한 이사들에게 투표하여 투자 가치를 보호하십시오.

친애하는 주주 여러분:

Your Board and management team have taken decisive action over the past several years to create long-term stockholder value and address stockholders’ feedback. We have made significant progress in advancing our strategic plan – designing and delivering innovative communication solutions, investing in growth, and strengthening our portfolio by acquiring and integrating complementary technologies and capabilities. Today, we seek your support in voting FOR your Board’s highly qualified nominees using the enclosed BLUE proxy card.

Our strategic plan has enhanced our position as a secure wireless technology leader and already delivered strong results for stockholders, including:

• Leading market positions in attractive segments poised to benefit from secular growth. Since FY 2015, we have been executing a deliberate strategy to balance and enhance our best-in-class satellite communications business with attractive next-generation 911 public safety services capabilities. Our purpose-built organization now boasts industry-leading positions across two large and attractive markets where we provide critical, advanced communication and location solutions to a broad set of blue chip customers. During fiscal year 2021, we were recognized by Frost & Sullivan and Northern Sky Research for both our next-generation 911 solutions and our market leadership position in the growing satellite cellular backhaul market.

• Significant cross-segment business wins that position Comtech for growth. These wins include $200 million in multi-year next-generation 911 contracts and a new, large multi-year satellite technology contract with strong potential to generate hundreds of millions of dollars in incremental revenue over the next several years. Excluding this potential, Comtech has clear visibility to well over $1 billion of future revenue based on current bookings and backlog.

• Total shareholder returns¹ in excess of 100% over the past five years and 40% over the past year, meaningfully outperforming peers² and the Nasdaq Telecommunications Index over those periods, despite the impact COVID-19 had on our business.

As you may know, one of our stockholders, Outerbridge Capital Management (“Outerbridge”), has nominated its own director candidates for election to Comtech’s Board. After extensive dialogue with Outerbridge, we have concluded that the Outerbridge campaign is value-destructive, self-serving, and a distraction for the following reasons:

• Rather than engaging constructively in good faith, Outerbridge has repeatedly lodged a litany of unsubstantiated criticisms and misleading statements to the public.

• Outerbridge has readily admitted that its objective is to bolster its activist reputation and aid fundraising efforts.

• Outerbridge has presented us with a revolving door of director candidates to meet with over the past several months, making it essentially impossible for our Board to conduct its standard, thorough evaluation process.

• Based on available information, it is clear that the Outerbridge nominees lack the skills and experience required to enhance value for our stockholders.

Please do not return or otherwise vote any White proxy card you may receive from Outerbridge.

Your Board recommends that you promptly vote “FOR” the election of Comtech’s two director 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 management team are taking steps to capitalize on significant growth in the markets we serve and position the Company for future success. These actions include, but are not limited to:

• Executing a successful strategy that has established a market leader in the 911 public safety space and strengthened our ability to offer customers the most robust and advanced wireless communication solutions.

• Building new, state-of-the-art technology centers in Chandler, Arizona and Basingstoke, United Kingdom that will enhance Comtech’s ability to capture value from the increasing demand for satellite ground station infrastructure and next-generation broadband technology, which are expected to contribute to significant growth over the next several years.

• Announcing a leadership transition that culminates a thoughtful and deliberate multi-year succession planning process and elevates Michael Porcelain to Chief Executive Officer. Mr. Porcelain is a seasoned executive who has been a key architect of our strategy, including building our 911 public safety business and strengthening our leading satellite and space communications business. He was previously promoted to Chief Operating Officer in 2018 and President in 2020.

• Securing a $100 million strategic growth investment from current stockholder White Hat Capital Partners, LP and Magnetar Capital LLC, each highly sophisticated institutions that have a deep understanding of Comtech’s business as well as broad technology expertise.

White Hat has been an investor in our Company, and we have been engaged in regular dialogue with them for more than a year. Their willingness to commit significant capital demonstrates conviction in the long-term prospects of our business. This investment more than doubles our accessible capital to pursue growing market opportunities. The proceeds will be applied to a range of initiatives to further accelerate Comtech’s growth and profitability, including completing the build out of our new technology centers mentioned above and further pursuing a pipeline of capital-intensive next-generation 911 market opportunities.

Outerbridge has wildly mischaracterized the nature of this $100 million strategic growth investment, and we would like to set the record straight about what it really represents and includes:

• Necessary capacity to invest in incremental growth opportunities that capitalize on the ongoing 911 upgrade cycle and increasing demand for satellite ground station infrastructure and next-generation broadband technology, despite the ongoing impact of COVID-19 and supply chain pressures on our markets.

• Flexibility in terms of optimizing capital allocation, including reducing our $200 million of existing debt, which will become short-term in October 2022.

• A means of adding to the Board a smart investor and finance professional with 20 years of technology sector expertise and a demonstrated history of pushing for changes to drive shareholder value.

• No voting agreement in place for the 2021 Annual Meeting, enabling White Hat and Magnetar to vote (or not vote) as they choose.

• Provides for holders of common and preferred shares to vote side-by-side as a single class on the election of all directors.

YOUR CURRENT BOARD HAS THE RIGHT SKILLS AND EXPERIENCE TO DRIVE SHAREHOLDER VALUE

Over the past two years, Comtech has been enacting transformative and thoughtful enhancements to our Board composition and structure.

• 2020년에는 리사 레사보이를, 2021년에는 주디 챔버스를 임명하여 이사회의 재무 전문성과 다양한 관점을 강화했습니다.
• Announced the retirement of three long-standing directors in connection with our 2021 Annual Meeting and the appointment of current Audit Committee Chairman Larry Waldman as Lead Independent Director.
• Submitted a proposal to stockholders to declassify the Board.
• Announced that Mark Quinlan, with 20+ years’ experience in the technology space, will be joining the Board in 2022 in connection with our recent investment from White Hat and Magnetar.

The sum of these activities will result in a more diverse and lower-tenured Board. In fact, as a result of the changes, Larry Waldman’s six year tenure will be the longest of all our independent directors, and only one other independent director has a tenure of more than two years.

	2018 Board	2022 Board
# of Directors	6	7
Average Age	78 years	64 years
Average Tenure of Independent Directors	10 years	3 years
% Racially / Ethnically Diverse	-%	14%
% Women	-%	29%

Note: 2022 Board assumes election of Comtech’s director nominees at the 2021 Annual Meeting and includes the additions of Mark Quinlan and Michael Porcelain that were previously announced

Our current directors have a strong mix of skills, experience, diversity, and viewpoints, which they are bringing to bear as they actively work with the management team to implement a highly effective strategy to enhance financial performance, accelerate growth, and drive shareholder value. For more information on our directors’ broad mix of skills and experiences, please visit www.comtechcreates.com/board-of-directors.

Comtech’s two directors standing for election at this Annual Meeting demonstrate the strong backgrounds and diversity of perspectives on our Board. Judy Chambers is Managing Principal and a member of the Board of Meketa Investment Group. Ms. Chambers brings extensive experience in the investment advisory services industry and corporate finance. Larry Waldman has significant experience providing financial and business advisory services to technology companies, serving on public company boards, and leading public accounting firms. Mr. Waldman serves as the non-executive Chairman of the Board and Chairman of the Audit Committee of CVD Equipment Corporation, a technology company listed on NASDAQ, and as Lead Independent Director and Audit Committee Chairperson of APYX Medical. He is the only Board member that our Board has determined to be an audit committee “financial expert” pursuant to SEC rules.

In contrast, Outerbridge’s proposed nominees lack relevant skills and experiences. Electing either of the directors from the Outerbridge slate would not be additive to the Board and would ultimately be detrimental to shareholder value creation.

OUTERBRIDGE’S INTERESTS ARE NOT ALIGNED WITH THE INTERESTS OF COMTECH AND ITS OTHER STOCKHOLDERS

While your Board and management team have taken decisive action to execute our strategic plan to create stockholder value, Outerbridge has readily admitted that its objective is to bolster its reputation and aid fundraising efforts.

During an initial meeting with management, Outerbridge founder Rory Wallace made clear it was important for the reputation of Outerbridge to “put a stake in the ground” with this campaign. And Outerbridge has not been shy about publicizing its objectives. As part of a recent interview Mr. Wallace conducted with Activist Insight, he noted that he “hopes to grow assets under management by at least 20%-30% in the very near term.” Even the outlet observed, “Such ambitions may be one reason Outerbridge is employing a far harder activist style” at Comtech.

Every action Outerbridge has taken throughout our engagement has been consistent with an objective of building its reputation as an activist shareholder – not improving the Company for the benefit of all of its shareholders. Consider the track record of bad faith engagement and the revolving door of director candidates that Outerbridge has presented, which have hindered any attempts at achieving a constructive resolution:

• Outerbridge made no meaningful attempt to engage the Company prior to releasing its initial public letter in June 2021 that demanded the Company explore strategic alternatives.

• In August 2021, Outerbridge proposed two candidates, who they claimed would bring significant industry experience to the Board; the Board agreed to interview and evaluate these candidates.

• In September 2021, while our Board was in the process of conducting a fair and thoughtful evaluation of the two candidates privately proposed weeks earlier, Outerbridge abruptly flipped-flopped and publicly nominated an entirely different slate of three candidates without any advance notice to our Board.

• After initial interviews with Outerbridge’s set of three nominees, Outerbridge abruptly terminated the Board’s evaluation in response to our standard request to have the proposed candidates meet with additional members of our Board.

• Outerbridge’s own proxy statement demonstrates that Mr. Wallace has relentlessly and persistently focused engagements on quickly reaching a contractual agreement guaranteeing representation on the Board.

Further, we do not believe Outerbridge’s actions are supported by any relevant experience in our sector. In conversations with management and the Board, Outerbridge has exhibited little understanding of Comtech’s business and the significant strategic actions the Company has taken to enhance stockholder value while successfully navigating the impact of the pandemic on the business and its end markets. Outerbridge has not presented new ideas to improve Comtech and instead appears to be focused on bolstering its reputation 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 track to deliver higher growth and higher value. We are highly confident in the Company’s strategy, and we look forward to driving shareholder value for all shareholders.

Whether or not you plan to attend the Annual Meeting, you have an opportunity to protect your investment in Comtech by voting the BLUE proxy card today. Your vote is extremely important, no matter how many or how few shares you own.

여러분의 성원에 감사드립니다,

이사회

Comtech Telecommunications Corp.

여러분의 투표는 매우 중요합니다!

To ensure your shares are represented, please follow the easy instructions on the enclosed BLUE proxy card to vote by telephone, by internet, or by signing, dating and returning the BLUE proxy card in the postage-paid envelope provided. If you received this letter by email, you may also vote by pressing the BLUE “VOTE NOW” button in the accompanying email. Please simply disregard any White proxy card you may receive from Outerbridge.

주식 투표와 관련하여 질문이 있거나 도움이 필요하시면 컴텍의 의결권 대리행사 대행사인 이니스프리 M&A 인코퍼레이티드에 전화해 주시기 바랍니다:

무료 전화: (877) 750-8198(미국 및 캐나다에서)

또는 +1 (412) 232-3651(기타 지역)

2021 회계연도 연례 주주총회에 대한 이사회의 추천에 관한 컴텍의 최종 위임장 자료 및 기타 자료는 www.comtechcreates.com 에서 확인할 수 있습니다.

컴텍 소개

는 전 세계 상업 및 정부 고객에게 차세대 911 응급 시스템과 보안 무선 통신 기술을 제공하는 선도적인 글로벌 기업입니다. 뉴욕주 멜빌에 본사를 두고 있으며 고객 성공을 위한 열정으로 첨단 보안 무선 솔루션을 설계, 생산 및 판매합니다. 자세한 정보는 www.comtechtel.com 에서 확인하세요.

미래 예측 진술

이 보도자료의 특정 정보에는 당사의 사업 궤적, 미래 수익 및 판매, 인수 전략, 경영 및 지배구조 변화, 성장 등 본질적으로 미래예측진술이며 특정 중대한 위험과 불확실성을 수반하는 진술이 포함되어 있습니다. 실제 결과는 이러한 미래예측 정보와 크게 다를 수 있습니다. 이러한 미래예측진술에 영향을 미칠 수 있는 위험과 불확실성은 다음과 같습니다: 최근 인수로 인해 예상되는 시너지 효과와 혜택이 완전히 실현되지 않거나 예상 기간 내에 실현되지 않을 가능성; 인수한 사업체가 당사와 성공적으로 통합되지 않을 위험; 최근 인수로 인해 비즈니스 및 운영 관계를 유지하거나 핵심 인력을 유지하기가 더 어려워질 수 있는 혼란 가능성; 회사가 정부 솔루션 부문에서 대형 상품 서비스 계약 입찰에서 벗어나 마진이 높은 틈새 제품 계약을 추구하는 방향으로의 전술적 전환을 실행하는 데 실패할 위험; 순매출 및 운영 실적에 상당한 변동을 일으킬 수 있는 신규 또는 기존 주문의 성격과 수령 시기 및 회사의 실적; 정부 계약의 시기 및 자금 조달; 장기 계약의 총 이익 조정, 해외 판매와 관련된 위험, 급격한 기술 변화, 진화하는 산업 표준, 신제품 발표 및 개선, 고객 요구 및 조달 전략의 변화, 일반적인 경제 및 정치 상황의 변화, 글로벌 시장에서의 유가 변화, 외화 환율의 변화; 회사의 법적 소송, 고객의 배상 청구 및 기타 유사한 문제와 관련된 위험, 신용 시설에 따른 회사의 의무와 관련된 위험, 회사의 대규모 계약과 관련된 위험, 코로나19 팬데믹 및 관련 공급망 중단과 관련된 위험, 기타 이 문서 및 회사가 증권거래위원회에 제출한 기타 서류에 기술된 기타 요인. 당사는 이러한 미래예측진술을 업데이트하거나 실제 결과 또는 기대치의 변경에 부합하도록 업데이트할 의무가 없으며 그럴 의도가 없습니다.

추가 정보 및 위치

컴텍은 증권거래위원회("SEC")에 제출하고 회사의 주주들에게 최종 위임장 명세서와 함께 다음과 같이 우편으로 발송했습니다. BLUE 위임장 및 기타 관련 문서를 회사의 2021 회계연도 연례 주주총회("2021 연례 주주총회")와 관련하여 제출했습니다. 회사의 주주들은 위임장 명세서와 함께 첨부된 BLUE 위임장 및 회사의 2021년 연례 주주총회와 관련하여 SEC에 제출되거나 위임장에 참조용으로 포함될 기타 문서에는 회사의 2021년 연례 주주총회 및 관련 당사자에 대한 중요한 정보가 포함되어 있으므로 이를 읽어보시기 바랍니다. 회사 주주는 SEC 웹사이트( https://www.sec.gov ) 또는 회사 웹사이트( www.comtechcreates.com)에서 SEC에 제출된 문서의 사본을 무료로 받을 수 있습니다.

모집 참여자

회사, 이사 및 일부 임원은 2021년 연례 회의에서 고려할 사항과 관련하여 주주로부터 위임장 권유에 "참여자"로 간주될 수 있으며, 기타 회사의 경영진 및 직원도 "참여자"로 간주될 수 있습니다. 미국 증권거래위원회(SEC) 규정에 따라 2021년 연례 주주총회와 관련하여 회사 주주 위임장 권유 참여자로 간주되는 자의 회사에 대한 주식 보유 또는 기타 직간접적 이해관계에 관한 정보는 2021년 연례 주주총회와 관련하여 제출된 회사의 최종 위임장 설명서 및 SEC에 제출된 기타 관련 문서에 명시되어 있습니다. 또한 회사의 임원 및 이사에 대한 정보는 2021년 7월 31일에 마감된 회계연도에 대한 10-K 양식의 회사 연례 보고서, 회사 및 해당 인물이 SEC에 제출한 기타 서류에서 확인할 수 있습니다.

PCMTL

<sup>_____________________________

1</sup> Total shareholder returns assume dividends are reinvested at the risk free rate.

² Peers consist of Elbit, Gilat, KVH Industries, ST Engineering, and Viasat.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211111005702/en/

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켁스트 씨엔씨

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(212) 521-4800

투자자 연락처

컴텍 투자자 관계

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(631) 962-7005