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:

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 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.

• 2020年任命Lisa Lesavoy，2021年任命Judy Chambers，以加强我们董事会的财务专业知识和观点的多样性。
• 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.

Thank you for your support,

Board of Directors

Comtech Telecommunications Corp.

您的投票是非常重要的!

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.

If you have any questions or require any assistance with voting your shares, please call Comtech’s proxy solicitor, Innisfree M&A Incorporated:

免费电话：（877）750-8198（美国和加拿大）。

或+1 (412) 232-3651 (从其他地点)

康泰克的最终代理材料和其他有关董事会对2021财政年度股东大会的建议的材料可在以下网站上找到：www.comtechcreates.com。

关于康泰克

康泰科电信公司是全球领先的下一代911应急系统和安全无线通信技术供应商，为世界各地的商业和政府客户提供服务。总部设在纽约的梅尔维尔，本着为客户取得成功的热情，Comtech设计、生产和销售先进和安全的无线解决方案。欲了解更多信息，请访问：www.comtechtel.com。

前瞻性声明

本新闻稿中的某些信息包含具有前瞻性的陈述，涉及某些重大风险和不确定性，包括关于我们的业务轨迹、未来收入和销售、收购战略、管理和治理变革以及增长。实际结果可能与这些前瞻性信息有实质性的差异。可能影响这些前瞻性声明的风险和不确定因素包括最近的收购所带来的预期协同效应和利益可能不会完全实现，或者不会在预期时间内实现；被收购的业务不能成功地与公司整合的风险；最近的收购可能造成混乱，使维持业务和运营关系或保留关键人员更加困难；本公司在政府解决方案部门实施战术性转变的风险，即从竞标大型商品服务合同转向寻求利润率更高的利基产品合同；收到新订单或现有订单的性质和时间以及本公司在这些订单上的表现可能导致净销售额和经营业绩的大幅波动；政府合同的时间和供资；长期合同毛利的调整；与国际销售有关的风险；技术的快速变化；不断发展的行业标准；新产品的公布和改进；客户需求和/或采购策略的变化；当前经济和政治条件的变化；全球市场石油价格的变化；外币汇率的变化；与本公司的法律诉讼、客户赔偿要求和其他类似事项有关的风险；与本公司在其信用贷款下的义务有关的风险；与本公司的大型合同有关的风险；与COVID-19大流行病和相关供应链中断有关的风险；以及本文件和本公司提交给证券交易委员会的其他文件中描述的其他因素。我们不承担任何义务，也不打算更新这些前瞻性声明，或使这些声明符合实际结果或我们预期的变化。

其他信息和查找地点

康泰科技已向美国证券交易委员会（"SEC"）提交并向公司股东邮寄了一份最终的代理声明，以及随附的 蓝色的代表卡和其他与公司2021财年股东大会（"2021年股东大会"）有关的相关文件。请本公司股东阅读代理声明、随附的蓝色代理卡和其他有关文件。 蓝色的代表委任书、随附的蓝色代表委任卡以及与公司2021年年度会议相关的、将提交给证券委员会的任何其他文件，或通过参考资料纳入代表委任书，因为它们将包含有关公司2021年年度会议及其相关方的重要信息。公司的股东可以在美国证券交易委员会的网站（https://www.sec.gov）或公司的网站（www.comtechcreates.com）上免费获取提交给美国证券交易委员会的文件副本。

征求意见的参与者

本公司、其董事和某些执行官是，以及本公司的某些其他管理层成员和员工可能被视为就2021年年会审议的事项向股东征集代表的 "参与者"。根据美国证券交易委员会的规则，被视为或可能被视为与本公司2021年年度会议有关的本公司股东征集活动的参与者的人，通过持有证券或其他方式在本公司的直接和间接利益的信息，载于本公司提交的与本公司2021年年度会议有关的最终代理声明和提交给美国证券交易委员会的其他相关文件。你也可以在本公司截至2021年7月31日的财政年度的10-K表年报、本公司和这些人向美国证券交易委员会提交的其他文件中找到有关本公司执行官员和董事的信息。

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.

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