COM DEV confirms satisfaction of regulatory approval and key consent conditions for its Arrangement with Honeywell

CAMBRIDGE, ON, Jan. 12, 2016 /CNW/ - COM DEV International Ltd. (TSX:CDV), is pleased to announce that the two key conditions to completion of its plan of arrangement (the "Arrangement") contemplated by the arrangement agreement among COM DEV, Honeywell Limited/Honeywell Limitée and Honeywell International Inc. entered into on November 5, 2015 (the "Arrangement Agreement"), being the receipt of all required Regulatory Approvals, and the Key Consents and Approvals (each as defined in the Arrangement Agreement), have been satisfied.

The conditions relating to receipt of Competition Act Approval, Hart-Scott-Rodino Act (HSR) Approval and Investment Canada Act Approval (each as defined in the Arrangement Agreement) have been satisfied. In addition, the Consent of Industry Canada (as set out in the Arrangement Agreement) has been satisfied. Accordingly, all third party approval conditions have been satisfied. The transaction remains subject to approval of the COM DEV shareholders at the special meeting of shareholders to be held on Thursday, January 21, 2016 at 10:00 a.m. (Eastern Standard Time) (the "Special Meeting") and to receipt of a final order of the Ontario Superior Court of Justice (Commercial List).

Subject to the receipt of approval of COM DEV shareholders, receipt of the final order, and the satisfaction of other customary closing conditions, COM DEV anticipates that the Arrangement will become effective in early February 2016.

PROXY ADVISOR RECOMMENDATIONS

COM DEV also announced that Institutional Shareholder Services and Glass Lewis & Co, two leading independent third party proxy advisory firms who, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders, both issued reports last week recommending that shareholders vote FOR the Arrangement.

MEETING MATERIALS

A notice of meeting and management information circular (the "Meeting Materials") have been mailed to COM DEV shareholders in connection with the Special Meeting.  COM DEV encourages shareholders to carefully review the Meeting Materials, which contain important information about the Arrangement as well as the procedures for voting at the Special Meeting and other related matters.

The Board of Directors of COM DEV unanimously recommends that shareholders vote in favour of the Arrangement.

HOW TO VOTE

Registered shareholders (those who hold COM DEV shares in their name and represented by a physical certificate or through the Direct Registration System) may vote by mail, internet, telephone or in person at the Special Meeting. In the interest of time, shareholders are encouraged to vote via the internet or by telephone as follows:

Internet: Vote online at www.investorvote.com, using the 15 digit control number located on your proxy (which you receive in the mail or via internet)

Telephone: Call 1-866-732-VOTE (8683) toll free

Beneficial shareholders (those who hold COM DEV shares through a bank, broker or other intermediary) will have different voting instructions provided to them and should follow the instructions in the materials they receive found on their voting instruction form to vote online, by telephone or fax.

Registered shareholders are reminded to submit their proxy prior to the proxy voting deadline of Tuesday, January 19, 2016 at 10:00 a.m. (Eastern Standard Time).  Beneficial shareholders may be subject to an earlier voting deadline as specified in their voting instructions.

SHAREHOLDER QUESTIONS

Shareholders who have any questions about the information contained in the Meeting Materials or require assistance with voting their shares may contact COM DEV's Proxy Solicitation Agent:

Laurel Hill Advisory Group
Toll free: 1-877-452-7184 or 416-304-0211 (collect)
Email: [email protected]

About COM DEV
COM DEV International Ltd. (www.comdev.ca) is a leading global provider of space hardware and services. The Company has a staff of more than 1,250, annual revenues of over $200 million, and facilities in Canada, the United Kingdom, the United States, India and China. COM DEV designs, manufactures and integrates advanced products, subsystems and microsatellites that are sold to major satellite prime contractors, government agencies and satellite operators, for use in communications, space science, remote sensing and defence applications. The Company has won contracts to supply its equipment on over 950 spacecraft. COM DEV's majority-owned subsidiary, exactEarth Ltd., provides satellite data services for global maritime surveillance.

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements may include financial and other projections, as well as statements regarding COM DEV's future plans, objectives or economic performance, or the assumptions underlying any of the foregoing, including statements regarding, among other things, the timing and completion of the Arrangement or the exactEarth spinout transaction, the satisfaction of conditions of the Arrangement, the timing and amount of any payment to COM DEV shareholders, or at all, the capitalization of COM DEV and exactEarth and statements regarding the possible financial performance of exactEarth. There can be no assurance as to the timing or completion of the Arrangement. COM DEV uses words such as "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "forecast", "project", "estimate" and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by COM DEV in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors COM DEV believes are appropriate under the relevant circumstances. However, whether actual results and developments will conform to COM DEV's expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause COM DEV's actual results, historical financial statements, or future events to differ materially from those expressed or implied by the forward-looking statements contained in this news release. These factors include, without limitation: uncertainty in the global economic environment; fluctuations in currency exchange rates; delays in the purchasing decisions of COM DEV's customers; the competition COM DEV faces in its industry and/or marketplace; and the possibility of technical, logistical or planning issues in connection with the deployment of COM DEV's products or services.

The triangular logo and the word COM DEV are each registered trademarks and the property of COM DEV Ltd. All rights reserved.

SOURCE Com Dev International Ltd.

Gary Calhoun, Chief Financial Officer, Tel: [phone] ext. 2826, [email protected]; Jeff Codispodi, Director, Investor Relations & Communications, Tel: [phone] ext. 2844, [email protected]