COM DEV shareholders approve Arrangement with Honeywell

CAMBRIDGE, ON, Jan. 21, 2016 /CNW/ - COM DEV International Ltd. (TSX:CDV), announced today that it has received shareholder approval for 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"). 

Approval was given at a special meeting of COM DEV shareholders held in Cambridge, Ontario on Thursday, January 21, 2016 (the "Special Meeting").  At the Special Meeting, 99.3% of the votes cast by COM DEV shareholders were voted in favour of the Arrangement, and total voter turnout represented 74.4% of the Company's issued and outstanding shares.  

Under the terms of the Arrangement, each COM DEV Shareholder will receive an initial cash payment of $5.125 per Common share, and 0.1977 of an exactEarth share (subject to adjustment).  Each Shareholder will be eligible to receive a second payment of up to $0.125 per Common Share.

COM DEV is seeking a final order from the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement, at a hearing scheduled for January 25, 2016.  Subject to the receipt of the final order and the satisfaction of other customary closing conditions, COM DEV anticipates that the Arrangement will become effective by early February 2016.

Full details of the Arrangement and certain other matters are set out in COM DEV's management information circular dated December 21, 2015, and available on SEDAR at ww.sedar.com or on COM DEV's website at www.comdev.ca/investors. 

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]