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Outerbridge Nominates Three Highly Qualified Candidates to Comtech Board of Directors

Wed 8th September, 2021 2:00pm
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Believes Nominees Wendi B. Carpenter, Sidney E. Fuchs, and Jonathan D. Wackrow
Would Bring Relevant Industry Expertise and Stockholder Alignment to the Board

Sends Letter to Comtech’s Board Highlighting Urgent Need for Independent
Directors with Relevant Industry Expertise in Order to Address Company’s
Historical Issues Involving Strategy, Capital Allocation, and Corporate
Governance

NEW YORK, Sept. 08, 2021 (GLOBE NEWSWIRE) -- Outerbridge Capital Management,
LLC (“Outerbridge”), a beneficial owner of approximately 4.6% of Comtech
Telecommunications Corp.’s (NASDAQ: CMTL) (“Comtech” or the
“Company”) outstanding shares of common stock, announced today that it has
nominated three highly qualified individuals for election to the Board of
Directors (the “Board”) at the Company’s 2021 annual meeting of
stockholders. Outerbridge believes its independent nominees will actively
contribute to the creation of stockholder value at Comtech by leveraging their
strategic acumen and leadership experience and by drawing on their deep
knowledge of Comtech’s core markets, including in Next Generation 911,
public safety, government communications technology and procurement, and
commercial satellite technology.   

Outerbridge’s director nominees are:

Wendi B. Carpenter (Rear Admiral, U.S. Navy, Retired). Rear Admiral Carpenter
currently serves as the Principal and Founder of Gold Star Strategies LLC, a
management consulting firm. Previously, she served as the tenth President of
the State University of New York Maritime College and as the State of New York
Special Envoy for Maritime Matters. Prior to that, from 1977 to 2011, she
served a distinguished 34-year career as a Naval Officer in the United States
Navy, where she served in various roles, including commanding or serving as
deputy in organizations overseeing worldwide maritime and air operations,
logistics, facilities management, and training of forces, culminating in her
reaching the rank of Rear Admiral. She also served in key advisory roles and
board positions with private, education, and government organizations during
her time in the Navy. Since October 2020, Rear Admiral Carpenter has served on
the board of directors of SkyWater Technology, Inc. (NASDAQ: SKYT), a United
States based semiconductor foundry, where she also serves as Chair of the
Compensation Committee.

Sidney E. Fuchs. Mr. Fuchs currently serves as Chairman of the Board at
Eutelsat America Corporation, a leading provider of commercial satellite
communication solutions to the United States Government and subsidiary of
Eutelsat SA (NTSE Euronext: ETL FP), a global satellite communications
company. Previously, Mr. Fuchs served as Chief Operating Officer of Alion
Science and Technology Corporation (“Alion”), a cybersecurity and defense
technology solutions company, and as President, CEO, and a director of
MacAulay-Brown, Inc., a cybersecurity and defense technology solutions
company, which was acquired by Veritas Capital Fund Management, L.L.C., a
private equity firm, in August 2018 and merged into Alion. Prior to that, Mr.
Fuchs held numerous executive and director roles in the information technology
services, engineering, software, aerospace, and defense sectors, and served as
an Intelligence Officer with the United States Central Intelligence Agency, a
foreign intelligence service of the United States Federal Government.

Jonathan D. Wackrow. Mr. Wackrow currently serves as Chief Operating Officer,
Risk Advisory, and Global Head of Security at Teneo Risk Advisory, the risk
advisory practice of Teneo Holdings LLC, a management consulting firm, and
also serves as a Law Enforcement Analyst with the Cable News Network, a
multinational news and information company owned by CNN Worldwide, a unit of
Warner Media. Previously, Mr. Wackrow served as an Executive Director at Rane
Corporation, a privately held risk intelligence company, and as President and
Co-Founder of i4 Strategies, a consultancy providing risk, compliance, and
integrity monitoring services. Prior to that, Mr. Wackrow served as a Special
Agent in the United States Secret Service, a federal law enforcement agency
under the United States Department of Homeland Security, where he served in a
number of roles, including in its Office of Protective Operations, its
Dignitary Protection Division, and its Office of Investigations.

Today Outerbridge also delivered a letter to Comtech’s Board. The full text
of the letter can be found below:

September 8, 2021

Board of Directors
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, New York 11747

Dear Members of the Board:

Since Outerbridge Capital Management, LLC (“Outerbridge” or “we”) sent
its public letter addressed to the Board of Directors (the “Board”) of
Comtech Telecommunications Corp. (“Comtech” or the “Company”) on June
14, 2021, we have engaged in discussions with Comtech’s Board and management
regarding the need to enhance value for its stockholders following a nearly
two-decades long stagnation of its share price, during which time the Russell
2000 Index appreciated by 400%. We have also spoken with and heard the
concerns and views of other significant Comtech stockholders and of interested
parties.

Our due diligence has bolstered our conviction in Comtech’s tremendous
upside potential, which, in our opinion, has failed to materialize due to the
Board’s lack of independence and relevant industry expertise, both of which
have rendered the Board incapable of guiding management to proper decisions on
strategy, capital allocation, and corporate governance. Accordingly, today
Outerbridge is nominating a slate of three highly qualified director
candidates for election to the Board at Comtech’s 2021 annual meeting of
stockholders (the “Annual Meeting”): Wendi B. Carpenter, Sidney E. Fuchs,
and Jonathan D. Wackrow (together, the “Nominees”). While we believe there
are currently only two directors up for election at the Annual Meeting,
because the Board has not publicly confirmed this, and with the potential
declassification of the Board on the near horizon, we felt it prudent to
nominate three highly qualified individuals.

As evidenced by their detailed biographies provided to Comtech, our Nominees
have deep operational, financial, and strategic experience within the
government, satellite, law enforcement, and public safety sectors, in addition
to backgrounds in mergers and acquisitions, crisis and risk management,
leadership, and public company governance. Our Nominees are independent,
accomplished, and highly capable individuals that possess deep familiarity
with Comtech’s key markets, customers, and technologies, including Next
Generation 911, commercial satellite, and government communications systems.
Outerbridge’s Nominees have further led distinguished careers in public
service: a notable positive as the United States Government remains
Comtech’s largest customer.

As we have made clear to Comtech on numerous occasions, our strong preference
has been to avoid the cost and distraction of a proxy contest. Rather, our
stated hope was to work collaboratively and swiftly with the Board to reach a
mutually agreeable resolution to the shareholder concerns Outerbridge has
raised. To that end, during the course of our engagement with Comtech,
Outerbridge introduced two qualified director candidates to the Board. While
CEO and Chairman Fred Kornberg made himself available to speak with our
candidates, we were surprised that none of the independent members of the
Nominating and Governance Committee were involved, which in our experience is
best governance practice. Our director candidates made themselves available to
speak with the independent Board members either in person or virtually and on
an expedited schedule, given Comtech’s impending nomination deadline.
However, our attempted engagement with the independent Board members was
marked by delays, as Comtech did not make these individuals available to speak
or meet with our proposed candidates during the relevant timeframe, and
suggested that any such meeting would likely occur after Labor Day. Given the
short window between Labor Day and Comtech’s September 9 nomination
deadline, Outerbridge elected to avail itself of its shareholder rights to
nominate a slate of independent director nominees.

In anticipation of Outerbridge’s decision to formally nominate directors, we
retained an independent search firm to identify qualified candidates with
expertise in Comtech’s core markets, who were also prepared to join a
dissident slate in a proxy contest. It was through this exhaustive process, in
which we reviewed over 20 candidates and spoke with numerous subject matter
experts and individuals with relevant industry experience, that we identified
the three qualified, independent individuals excited to join our director
slate today. Accordingly, the process of Outerbridge’s candidate selection
was done entirely at arms-length and with the sole qualifications for
selection being their potential service to Comtech’s public stockholders.

As always, Outerbridge remains willing to work constructively with the Board
in order to enhance value for all stockholders, as has been our stated hope in
both written and verbal communications with Comtech over the past three
months.

Sincerely,

Rory Wallace
Chief Investment Officer

About Outerbridge Capital Management, LLC

Outerbridge Capital Management, LLC is a New York-based investment adviser
that typically invests across the technology and technology-impacted sectors.
As part of its investment process, Outerbridge regularly conducts significant
due diligence on its portfolio companies and engages constructively with both
management teams and boards where appropriate.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Outerbridge Partners, LP (“Outerbridge Partners”) and the other
Participants (as defined below), intend to file a preliminary proxy statement
and accompanying WHITE proxy card with the Securities and Exchange Commission
(“SEC”) to be used to solicit votes for the election of their slate of
highly qualified director nominees at the 2021 annual meeting of stockholders
of Comtech Telecommunications Corp., a Delaware corporation (the
“Company”).

OUTERBRIDGE PARTNERS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION
WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE,
UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’
PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Outerbridge
Partners, Outerbridge Partners GP, LLC (“Outerbridge GP”), Outerbridge
Bartleby Fund, LP (“Outerbridge Bartleby Fund”), Outerbridge Bartleby GP,
LLC (“Outerbridge Bartleby GP”), Outerbridge Capital Management, LLC
(“Outerbridge Capital”), Rory Wallace, Wendi B. Carpenter, Sidney E.
Fuchs, and Jonathan D. Wackrow (collectively, the “Participants”).

As of the date hereof, Outerbridge Partners beneficially owns directly 481,000
shares of common stock, $0.10 par value per share, of the Company (the
“Common Stock”), including 480,000 shares underlying certain call options
currently exercisable. Outerbridge GP, as the general partner of Outerbridge
Partners, may be deemed to beneficially own the 481,000 shares of Common Stock
directly owned by Outerbridge Partners. Outerbridge Bartleby Fund beneficially
owns directly 43,200 shares of Common Stock. Outerbridge Bartleby GP, as the
general partner of Outerbridge Bartleby Fund, may be deemed to beneficially
own the 43,200 shares of Common Stock directly owned by Outerbridge Bartleby
Fund. Outerbridge Capital, as the investment manager of Outerbridge Partners,
Outerbridge Bartleby Fund, and certain managed accounts (the “Accounts”),
may be deemed to beneficially own the 481,000 Shares of Common Stock directly
owned by Outerbridge Partners, the 43,200 shares of Common Stock directly
owned by Outerbridge Bartleby Fund, and the 671,080 shares of Common Stock
held in the Accounts. Mr. Wallace, as the managing member of Outerbridge
Capital, Outerbridge GP, and Outerbridge Bartleby GP, may be deemed to
beneficially own the 481,000 Shares of Common Stock directly owned by
Outerbridge Partners, the 43,200 shares of Common Stock directly owned by
Outerbridge Bartleby Fund, and an additional 671,080 shares of Common Stock
held in the Accounts.

Investor contacts:
Rory Wallace 
Chief Investment Officer
Outerbridge Capital Management, LLC
(347) 493-0350
rory@outerbridgecapital.com
info@outerbridgecapital.com



GlobeNewswire, Inc. 2021
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