UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
TELECOMMUNICATION SYSTEMS, INC.
(Name of Subject Company (Issuer))
TYPHOON ACQUISITION CORP.
(Offeror)
A Wholly Owned Subsidiary of
COMTECH TELECOMMUNICATIONS CORP.
(Parent of Offeror)
(Names of Filing Persons (identifying status
as offeror, issuer or other person))
CLASS A COMMON STOCK, $0.01 PAR VALUE
CLASS B COMMON STOCK, $0.01 PAR VALUE
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87929J103 |
(Title of Class of Securities) |
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(CUSIP Number of Class of Securities) |
Stanton D. Sloane
President and Chief Executive Officer
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, New York 11747
(631) 962-7000
(Name, address, and telephone numbers of
person authorized
to receive notices and communications on
behalf of filing persons)
Copies to:
Robert A. Cantone, Esq.
Michael E. Ellis, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
CALCULATION OF FILING FEE |
Transaction Valuation* |
|
Amount of Filing Fee** |
$363,206,690 |
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$36,574.92 |
* Estimated
solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Transaction Valuation was calculated on the basis of (a) 72,641,338 shares of common stock,
$0.01 par value per share, of TeleCommunication Systems, Inc. (the “Shares”), the estimated maximum number of Shares
that may be acquired in this tender offer (representing (i) 62,061,396 Shares issued and outstanding, (ii) 10,125,160 Shares issuable
upon the exercise of outstanding options exercisable prior to March 22, 2016 and (iii) 454,782 Shares that will no longer be subject
to forfeiture and other restrictions prior to March 22, 2016), multiplied by (b) the offer price of $5.00 per Share. The foregoing
share figures have been provided by the issuer to the offerors and are as of December 3, 2015, the most recent practicable date.
** The filing
fee was calculated in accordance with Rule 0-11 under the Exchange Act and equals $116.20 per $1,000,000 of transaction value.
x Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: |
$36,574.92 |
Filing Party: |
Comtech Telecommunications Corp.
Typhoon Acquisition Corp. |
Form of Registration No.: |
Schedule TO |
Date Filed: |
December 7, 2015 |
¨ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
x third-party
tender offer subject to Rule 14d-1.
¨ issuer
tender offer subject to Rule 13e-4.
¨ going-private
transaction subject to Rule 13e-3.
¨ amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer. x
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
¨ Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 7
further amends and supplements the Tender Offer Statement on Schedule TO originally filed on December 7, 2015, as amended and supplemented
by Amendment No. 1 filed on December 11, 2015, Amendment No. 2 filed on December 21, 2015, Amendment No. 3 filed on December 23,
2015, Amendment No. 4 filed on January 4, 2016, Amendment No. 5 filed on January 19, 2016 and Amendment No. 6. filed on February
3, 2016 (the “Schedule TO”), relating to the offer (the “Offer”) by Typhoon Acquisition Corp.,
a Maryland corporation (“Purchaser”) and a direct, wholly owned subsidiary of Comtech Telecommunications Corp.,
a Delaware corporation (“Comtech”), to purchase all the issued and outstanding shares of Class A common stock,
par value $0.01 per share (the “Class A Shares”), and Class B common stock, par value $0.01 per share (the “Class
B Shares,” together, with the Class A Shares, the “Shares”), of TeleCommunication Systems, Inc., a
Maryland corporation (“TCS”), at a price of $5.00 per Share, net to the seller in cash, without interest
thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated December 7, 2015 (the “Offer to Purchase”), which is annexed to and filed with the Schedule TO as Exhibit
(a)(1)(A), and in the related Letter of Transmittal, which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(B), which,
together with any amendments or supplements thereto, collectively constitute the “Offer.”
The Schedule TO, and
all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and
supplemented as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Schedule TO and the Offer to Purchase.
Amendment to the Schedule TO
Items 1 through 11.
Items 1 through 11 of the Schedule TO are
hereby amended and supplemented by adding the following text thereto:
“The Offer expired at
5:00 P.M., New York City time, on Thursday, February 18, 2016. All of the conditions to the Offer have been satisfied. Accordingly,
Purchaser will accept for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn
prior to the expiration of the Offer (including all Shares delivered through Notices of Guaranteed Delivery), and payment for
such Shares will be made promptly in accordance with the terms of the Offer. The Depositary has advised Comtech and Purchaser
that, as of the expiration of the Offer, a total of approximately 53,911,319 Shares were validly tendered and not withdrawn
in the Offer, representing approximately 85.22% of the outstanding Shares. In addition, Notices of Guaranteed Delivery
have been delivered with respect to approximately 1,960,513 Shares that have not yet been tendered, representing approximately
3.10% of the outstanding Shares.
Following the consummation of
the Offer and in accordance with the terms of the Merger Agreement, Comtech expects to effect a merger of Purchaser with and into
TCS as promptly as practicable pursuant to Section 3-106.1 of the Maryland General Corporation Law, with TCS surviving as
a wholly owned subsidiary of Comtech. At the Effective Time, each outstanding Share, other than any Shares owned by Comtech, Purchaser
or any subsidiary of Comtech, Purchaser or TCS immediately prior to the Effective Time, will be automatically converted into the
right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the Offer Price.
Promptly following consummation
of the Merger, Comtech intends to cause all Shares to be delisted from the NASDAQ and deregistered under the Exchange Act.
On February 19, 2016, Comtech
issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit
(a)(5)(L) hereto and is incorporated herein by reference.”
Item 12 of the Schedule TO is hereby amended
and supplemented by adding the following to the list of Exhibits:
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(a)(5)(L) |
Press Release issued by Comtech on February 19, 2016 |
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 19, 2016
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COMTECH TELECOMMUNICATIONS CORP. |
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By: |
/s/ Michael D. Porcelain |
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Name: |
Michael D. Porcelain |
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Title: |
Senior Vice President and |
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Chief Financial Officer |
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TYPHOON ACQUISITION CORP. |
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By: |
/s/ Michael D. Porcelain |
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Name: |
Michael D. Porcelain |
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Title: |
Treasurer |
EXHIBIT
INDEX
(a)(1)(A) |
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Offer to Purchase, dated December 7, 2015* |
(a)(1)(B) |
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Form of Letter of Transmittal (including Internal Revenue Service Form W-9, including instructions for completing the form)* |
(a)(1)(C) |
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Form of Notice of Guaranteed Delivery* |
(a)(1)(D) |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* |
(a)(1)(E) |
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* |
(a)(5)(A) |
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Investor Presentation(1) |
(a)(5)(B) |
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Joint Press Release issued by Comtech and TCS on November 23, 2015(2) |
(a)(5)(C) |
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General Questions and Answers(3) |
(a)(5)(D) |
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Employee Questions and Answers(4) |
(a)(5)(E) |
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Summary Newspaper Advertisement as published in Investor’s Business Daily on December 7, 2015* |
(a)(5)(F) |
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Press Release issued by Comtech on December 7, 2015* |
(a)(5)(G) |
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Press Release issued by Comtech on December 21, 2015* |
(a)(5)(H) |
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Press Release issued by Comtech on January 4, 2016* |
(a)(5)(I) |
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Press Release issued by Comtech on January 19, 2016* |
(a)(5)(J) |
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Investor Presentation(5) |
(a)(5)(K) |
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Press Release issued by Comtech on February 3, 2016* |
(a)(5)(L) |
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Press Release issued by Comtech on February 19, 2016 |
(b) |
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Commitment Letter, dated as November 22, 2015, between Comtech and Citibank, N.A. and its affiliates (6) |
(d)(1) |
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Agreement and Plan of Merger, dated as of November 22, 2015, among Comtech, Purchaser and TCS(7) |
(d)(2) |
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Tender and Support Agreement, dated as of November 22, 2015, among Comtech, Purchaser, TCS and Maurice B. Tosé (8) |
(d)(3) |
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Tender and Support Agreement, dated as of November 22, 2015, among Comtech, Purchaser, TCS and Jon B. Kutler (9) |
(d)(4) |
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Confidentiality and Nondisclosure Agreement, dated as of July 13, 2015, between Comtech and TCS* |
(d)(5) |
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Teaming Agreement, dated as of March 25, 2010, as amended, between Comtech Systems, Inc. and TCS* |
(d)(6) |
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Teaming Agreement, dated as of May 18, 2011, between Comtech Systems, Inc. and TCS* |
(d)(7) |
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Teaming Agreement, dated as of April 9, 2013, between Comtech Systems, Inc. and TCS* |
(g) |
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Not applicable |
(h) |
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Not applicable |
* Previously filed.
(1) Incorporated
by reference to Exhibit 99.1 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number: 0001571049-15-009517)
(2) Incorporated
by reference to Exhibit 99.2 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number: 0001571049-15-009517)
(3) Incorporated
by reference to Exhibit 99.3 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number: 0001571049-15-009517)
(4) Incorporated
by reference to Exhibit 99.4 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number: 0001571049-15-009517)
(5) Incorporated
by reference to Exhibit 99.1 to the Form 8-K filed by Comtech on January 29, 2016 (Accession Number: 0001571049-16-011393)
(6) Incorporated
by reference to Exhibit 10.1 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number:
0001571049-15-009516)
(7) Incorporated
by reference to Exhibit 2.1 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number: 0001571049-15-009516)
(8) Incorporated
by reference to Exhibit 99.1 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number: 0001571049-15-009516)
(9) Incorporated
by reference to Exhibit 99.2 to the Form 8-K filed by Comtech on November 23, 2015 (Accession Number: 0001571049-15-009516)
Exhibit (a)(5)(L)
Comtech Telecommunications Corp. Announces
Expiration of Cash Tender Offer for Shares of
TeleCommunication Systems, Inc.
MELVILLE, NY — Comtech
Telecommunications Corp. (NASDAQ: CMTL or “Comtech”) today announced that its tender offer (the “Offer”)
to purchase all the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Class A Shares”),
and Class B common stock, par value $0.01 per share (the “Class B Shares,” together, with the Class A
Shares, the “Shares”), of TeleCommunication Systems, Inc., a Maryland corporation (“TCS”), at a price of
$5.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, expired at 5:00 p.m.,
New York City time, on Thursday, February 18, 2016.
The depositary for
the Offer has advised that, as of the expiration of the Offer, a total of approximately 55,871,832 Shares were validly
tendered and not withdrawn in the Offer (including Shares delivered through notices of guaranteed delivery), representing approximately
88.32% of TCS’ outstanding Shares. Comtech, through a wholly owned subsidiary, will accept for payment all Shares
that were validly tendered and not withdrawn prior to expiration of the Offer, and payment for such Shares will be made promptly,
in accordance with the terms of the Offer.
Comtech anticipates
that the merger will be completed on February 23, 2016, with TCS surviving as a wholly owned subsidiary of Comtech. As
a consequence of the merger, each outstanding Share not tendered and purchased in the Offer will be converted into the right to
receive the same $5.00 per share price, without interest and less any required withholding taxes, that was paid in the Offer.
Following the merger, the Shares will cease to be traded on The NASDAQ Global Market.
About Comtech Telecommunications
Corp.
Comtech Telecommunications
Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions.
Comtech sells products to a diverse customer base in the global commercial and government communications markets. Comtech believes
it is a leader in most of the market segments that it serves.
Cautionary Statement Regarding Forward-Looking Statements
Certain information
in this press release contains forward-looking statements regarding Comtech, including but not limited to, information relating
to Comtech’s future performance and financial condition, plans and objectives of Comtech’s management and Comtech’s
assumptions regarding such future performance, financial condition, plans and objectives that involve certain significant known
and unknown risks and uncertainties and other factors not under Comtech’s control which may cause actual results, future
performance and financial condition, and achievement of plans and objectives of Comtech’s management to be materially different
from the results, performance or other expectations implied by these forward-looking statements. These factors include, among
other things: the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized
within the anticipated time period; the risk that Comtech’s and TCS’ businesses will not be integrated successfully;
the possibility of disruption from the merger making it more difficult to maintain business and operational relationships or retain
key personnel; any actions taken by either of the companies, including but not limited to, restructuring or strategic initiatives
(including capital investments or asset acquisitions or dispositions); the timing of receipt of, and Comtech’s performance
on, new orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government
contracts; adjustments to gross profits on long-term contracts; risks associated with international sales, rapid technological
change, evolving industry standards, frequent new product announcements and enhancements, changing customer demands, and changes
in prevailing economic and political conditions; risks associated with Comtech’s legal proceedings and other matters; risks
associated with Comtech’s obligations under its revolving credit facility; and other factors described in Comtech’s
and TCS’ filings with the SEC.
Media Contact for Comtech Telecommunications Corp.:
Michael D. Porcelain, Senior Vice President
and Chief Financial Officer
(631) 962-7103
Info@comtechtel.com
###
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