COM DEV files Information Circular in connection with Special Meeting of Shareholders

CAMBRIDGE, ON, Dec. 23, 2015 /CNW/ - COM DEV International Ltd. (TSX:CDV), is pleased to announce that it has filed on SEDAR a notice of meeting and management information circular (the "Meeting Materials") in connection with its special meeting of shareholders to be held at the Holiday Inn Cambridge, 200 Holiday Inn Dr., Cambridge, Ontario, on Thursday, January 21, 2016 at 10:00 a.m. (Eastern Standard Time) (the "Special Meeting").

The Special Meeting is being held to consider the plan of arrangement (the "Arrangement") contemplated by the arrangement agreement (the "Arrangement Agreement") among COM DEV, Honeywell Limited/Honeywell Limitée (the "Purchaser") and Honeywell International Inc. (the "Parent") entered into on November 5, 2015. The purpose of the Arrangement is, among other things, to permit the acquisition, of all of the issued and outstanding common shares in the capital of COM DEV by the Purchaser, an indirect, wholly-owned subsidiary of the Parent, and to facilitate the spinout of COM DEV's interest in exactEarth Ltd.

The Meeting Materials contain, among other things, details concerning the Arrangement, the background to and reasons for COM DEV's board of directors' unanimous favourable recommendation in respect of the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving consideration payable under the Arrangement for COM DEV Shares, the procedures for voting at the Special Meeting and other related matters.

The Meeting Materials are available on COM DEV's profile on SEDAR at http://www.sedar.com and are also being mailed to shareholders of COM DEV as of the record date for the Special Meeting, December 17, 2015. The Meeting Materials will also be available on COM DEV's website at www.comdev.ca on the Investors page. Your vote is important regardless of the number of shares you own. COM DEV encourages shareholders to carefully read the Meeting Materials, which contain important information about the Arrangement.

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

BACKGROUND

On December 15, 2015, COM DEV obtained an interim order of the Ontario Superior Court of Justice (Commercial List) to authorize the Special Meeting process in connection with the Arrangement. Pursuant to the interim order, completion of the Arrangement is subject to, among other things, the approval by not less than two-thirds of the votes cast at the Special Meeting.

Closing of the Arrangement is also subject to the satisfaction of certain other closing conditions customary in a transaction of this nature, including certain regulatory approvals. On December 18, 2015, exactEarth received certain required approvals of the Canadian Ministry of Innovation, Science and Economic Development (formerly Industry Canada). COM DEV and the Purchaser have completed all other filings required in respect of the remaining regulatory approvals, as described in the Meeting Materials. Subject to the satisfaction of all conditions to the Arrangement, if Shareholders approve the Arrangement at the Special Meeting, it is anticipated that the Arrangement will be completed by the end of March 2016.

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 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.

You must vote at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Special Meeting. Please vote as soon as possible to ensure your vote is counted.

SHAREHOLDER QUESTIONS

Shareholders who have questions or have not received their proxy or voting instruction form may contact COM DEV's Proxy Solicitation Agent:

Laurel Hill Advisory Group
Toll free: 1-877-452-7184 or 416-304-0211
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]