CAMBRIDGE, ON, March 4, 2013 /CNW/ - COM DEV International Ltd.
(TSX:CDV) ("COM DEV" or the "Company") and Crescendo Partners L.P.
("Crescendo"), a shareholder of COM DEV holding approximately 9.33% of
COM DEV's outstanding common shares, announced today an agreement to
nominate each of Terry Reidel, James Adamson, Kym Anthony, Roberta
Bondar, Wayne Fox, Chris O'Donovan, David Masotti, Michael Pley, David
Sgro, Gregory Monahan and Colin D. Watson, as a director of COM DEV at
the upcoming annual and special meeting of shareholders of COM DEV to
be held on April 24, 2013 (the "Annual Meeting"). David Sgro, Gregory
Monahan and Colin D. Watson are nominees which have been selected by
Crescendo; in addition, Wayne Fox will also be nominated as a new
director for election at the Annual Meeting.
Dr. Peter Scovell, a director of COM DEV since 2000, and Mr. Claude
Séguin, a director of COM DEV since 2010, had indicated to the board of
COM DEV their intention not to stand for re-election prior to the
discussions between COM DEV and Crescendo, and accordingly neither of
them are included on the list of nominees for election at the Annual
Terry Reidel the Chairman of the board of directors of COM DEV said: "We
recently engaged in a dialogue with Crescendo and the result of this
collaborative effort is the inclusion of four strong candidates for COM
DEV's board in its forthcoming proxy circular. The inclusion of Wayne,
David, Gregory and Colin will be critical to replace each of Peter and
Claude's significant contribution to COM DEV over the years. As long
standing directors on the COM DEV board, Peter and Claude have each
been instrumental in COM DEV's successes to date. The board thanks
Peter and Claude for their dedicated years of service, and wishes them
continued success in his future endeavours."
Eric Rosenfeld, Chairman and CEO of Crescendo Partners L.P, said: "We
are pleased with the dialogue and collaboration with COM DEV. David
Sgro, Gregory Monahan and Colin D. Watson each have excellent track
records of creating value for shareholders and we are pleased to add
their expertise to the COM DEV board of directors."
Under the terms of the agreement with Crescendo, COM DEV has agreed to
increase the size of its board of directors from nine members to eleven
members, conditional on the approval of 66%% of the shareholders of COM
DEV voting in person or by proxy at the Annual Meeting. Accordingly, it
has agreed to present eleven directors to shareholders at the Annual
Meeting, comprised of Mr. Sgro, Mr. Monahan, Mr. Watson and Mr. Fox,
along with seven existing members of COM DEV's board of directors.
The new board nominees
Mr. Fox is currently the President of W.C. Fox Investments. Mr. Fox was
previously the Vice-Chair and Chief Risk Officer responsible for
Treasury, Balance Sheet and Risk Management for CIBC, and has held
other executive management positions at CIBC during his career,
including as head of CIBC World Markets global capital market
activities. Mr. Fox was the Chair of the board of directors of the TMX
Group Inc. from 2001 to 2012 and has also been a member of the board of
the Bourse de Montréal and the Canadian Investor Protection Fund. Mr.
Fox was a member of the Accounting Standards Oversight Committee from
2008 to 2012.
David D. Sgro has been employed by Crescendo since May 2005, and
currently serves as the company's Chief Financial Officer and a
Managing Director. Mr. Sgro has held various management positions in
the private banking and finance sector with Brandes Investment
Partners, Management Planning, Inc. and MPI Securities, as well as
various executive management positions with public companies such as
Trio Merger Corp. and Rhapsody Acquisition Corp. Mr. Sgro was a member
of the board of directors of Primoris Services Corporation and
Bridgewater Systems, Inc.
Gregory Monahan has been a Managing Director of Crescendo since December
2008 and has held various positions at Crescendo since May 2005. Prior
to Mr. Monahan's time with Crescendo, he was the founder of Bind
Network Solutions, a consulting firm focused on network infrastructure
and security. Mr. Monahan currently serves on the board of directors of
Absolute Software and Cott Corporation. He previously was on the board
of O'Charley's Inc. and Bridgewater Systems.
Colin D. Watson was President and Chief Executive Officer of Vector
Aerospace Corporation, a company providing aviation overhaul and repair
services, and he was previously the Vice Chairman of the board of
directors of Spar Aerospace Limited, an aviation services company, and
also held vaious executive management positions with Spar such as
President and Chief Executive Officer. Mr. Watson was President and
Chief Executive Officer of Rogers Cable TV, Ltd. Mr. Watson is
currently a director of Louisiana Pacific Corporation, and was
previously on the board of Rogers Communications Inc., B Split II
Corporation, NorthStar Aerospace Inc., Dalsa Corp., SL Split
Corporation, Arpeggio Acquisition Corp. and Rhapsody Acquisition Corp.
Mr. Reidel concluded: "We are pleased to have reached this constructive
resolution and look forward to working with Crescendo to increase value
for all of COM DEV's shareholders."
The full text of the agreement with Crescendo is available via SEDAR at www.sedar.com.
About COM DEV
COM DEV International Ltd. (www.comdevintl.com) is a leading global provider of space hardware and services. The
company has a staff of 1,300, annual revenues of $208 million, and
facilities in Canada, the United Kingdom and the United States. 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 defense applications. The company has
won contracts to supply its equipment on over 900 spacecraft. COM DEV's
majority-owned subsidiary, exactEarth Ltd., provides satellite data
services for global maritime surveillance.
Certain information contained in this news release constitutes
"forward-looking information" (or "forward-looking statements") within
the meaning of applicable securities laws. All statements, other than
statements of historical or present fact, constitute forward-looking
information and typically include words and phrases about the future
such as "may", "will", "anticipate", "estimate", "anticipate",
"expect", "plan", "intend", "believe", "predict", "goal", "target",
"project", "potential", "strategy" and "outlook" or the negative
thereof or similar variations. Forward-looking information is
necessarily based upon a number of assumptions that, while considered
reasonable by COM DEV, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. COM DEV
cautions the reader that such forward-looking information involves
known and unknown risks, uncertainties and other factors, estimates and
assumptions that may cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
information. While COM DEV considers these factors, estimates and
assumptions to be reasonable based on information currently available
to them, they may prove to be inaccurate.
Forward-looking information contained herein are made as of the date of
this press release based on the opinions and estimates of COM DEV on
the date statements containing such forward-looking information are
made. COM DEV does not undertake any obligation to update or revise
forward-looking information, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Accordingly, readers should not place any undue reliance on
forward-looking information. All of the forward-looking statements made
in this press release are qualified by these cautionary statements and
those made in our other filings with the securities regulators of
Canada including, but not limited to, the cautionary statements made in
the "Forward-Looking Statements" section of our most recently filed
Annual Information Form and the "Caution Regarding Forward Looking
Information" section in our full-year 2012 Management Discussion and
SOURCE: Com Dev International Ltd.
For further information:
Chief Financial Officer
Tel: (519) 622-2300 ext. 2826
Tel: (416) 815-0700 ext. 290