Gilat Updates on Purported Filing of Complaint
July 08 2020 - 2:11PM
Gilat Satellite Networks Ltd. (NASDAQ, TASE: GILT), a worldwide
leader in satellite networking technology, solutions and services,
announces that it was advised that a complaint was filed by Comtech
Telecommunications Corp. and by its subsidiary, Convoy Ltd.,
against Gilat in the Court of Chancery in the State of Delaware, on
a confidential basis, allegedly seeking a declaratory judgment that
(i) any unilateral actions taken by Gilat relating to the
disposition or restructuring of its subsidiary in Russia or (ii)
any unilateral action taken by Gilat concerning Comtech’s pending
application to the Russian regulatory authorities, constitute
violations of the Merger Agreement between Gilat and Comtech.
Gilat has not been served with such purported
complaint.
Such purported complaint was allegedly filed in
response to Gilat’s demand that, in connection with Comtech’s
pending application to the Russian regulatory authorities and
contrary to its actions thus far, Comtech is obligated to use its
reasonable best efforts to consummate the merger, and that Gilat
does not intend to sit idly and wait for the drop-dead date of the
Merger Agreement.
Gilat believes Comtech is in breach of its
obligations under the Merger Agreement and that its alleged claims
are without merit, and intends to vigorously defend its position in
connection with the matters raised by Comtech.
About Gilat Gilat Satellite Networks Ltd.
(NASDAQ: GILT, TASE: GILT) is a leading global provider of
satellite-based broadband communications. With 30 years of
experience, we design and manufacture cutting-edge ground segment
equipment, and provide comprehensive solutions and end-to-end
services, powered by our innovative technology. Delivering high
value competitive solutions, our portfolio comprises of a cloud
based VSAT network platform, high-speed modems, high performance
on-the-move antennas and high efficiency, high power Solid State
Amplifiers (SSPA) and Block Upconverters (BUC).
Gilat’s comprehensive solutions support multiple applications
with a full portfolio of products to address key applications
including broadband access, cellular backhaul, enterprise,
in-flight connectivity, maritime, trains, defense and public
safety, all while meeting the most stringent service level
requirements. Gilat controlling shareholders are the FIMI Private
Equity Funds. For more information, please visit: www.gilat.com
Cautionary Statement Regarding
Forward-Looking StatementsThis communication contains
forward-looking statements as defined in the Securities Exchange
Act of 1934 and is subject to the safe harbors created therein.
These forward-looking statements involve risks and uncertainties
that could significantly affect the expected results of the
proposed transaction and are based on certain key assumptions. Due
to such uncertainties and risks, no assurances can be given that
such expectations will prove to have been correct, and readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. The
forward-looking statements contained herein include, but are not
limited to, statements about the expected completion of the
proposed transaction with Comtech and the timing thereof, the
satisfaction or waiver of any conditions to the proposed
transaction, anticipated benefits, growth opportunities and other
events relating to the proposed transaction, and Gilat’s plans,
objectives and expectations for future operations, including its
projected results of operations. Forward-looking
statements are often characterized by the use of forward-looking
terminology such as “may,” “will,” “expect,” “anticipate,”
“estimate,” “continue,” “believe,” “should,” “intend,” “plan,”
“project” or other similar words, but are not the only way these
statements are identified. These forward-looking
statements are based upon Gilat’s management’s current estimates
and projections of future results or trends. In addition
to the risks and uncertainties described in the Annual Report on
Form 20-F for the year ended December 31, 2019 and in the proxy
statement/prospectus dated April 3, 2020 and those described in any
documents that are incorporated by reference therein, such risks
and uncertainties include, among others: (1) the risk that the
conditions to the closing of the Merger are not satisfied,
including the risk that required approvals for the Merger from
governmental authorities are not received; (2) changes or
circumstances that could give rise to the termination of the Merger
Agreement; (3) the risk that the value of the stock merger
consideration will fluctuate over time; (4) litigation
relating to the Merger; (5) uncertainties as to the timing of
the consummation of the Merger and the ability of each party to
consummate the Merger; (6) risks that the proposed Merger
disrupts the current plans and operations of Gilat or Comtech, or
both; (7) the ability of Gilat and Comtech to retain and hire
key personnel; (8) competitive responses to the proposed
Merger and the impact of competitive products; (9) unexpected
costs, charges or expenses resulting from the Merger; (10)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Merger; (11)
the combined company’s ability to achieve the financial and
operating results, growth prospects and synergies expected from the
Merger, as well as delays, challenges and expenses associated with
integrating the existing businesses of Comtech and Gilat; (12) the
combined company’s ability to maintain and improve relationships
with customers, suppliers and other third parties following the
Merger; (13) the terms and availability of the indebtedness that
may be incurred in connection with the Merger; (14) the timing and
funding of government contracts; (15) risks associated with
international sales; (16) risks associated with legal proceedings,
customer claims for indemnification and other similar matters; (17)
risks associated with Comtech’s obligations under its credit
facility; (18) risks associated with the outbreak and global spread
of the coronavirus (COVID-19) pandemic; and (19) legislative,
regulatory, technological, political and economic developments,
including changing business conditions in the industries in which
Comtech and Gilat operate, including the semiconductor industry,
and overall economy as well as the financial performance and
expectations of Comtech’s and Gilat’s existing and prospective
customers.
The foregoing list of factors is not exclusive
and you should not place undue reliance on any forward-looking
statement. All forward-looking statements contained herein are made
only as of the date of the document in which they are contained
and, except as required by law, Gilat does not undertake any
obligation to update publicly any of these forward-looking
statements to reflect events or circumstances that may arise after
the date hereof.
Contact:Gilat Satellite Networks Doreet Oren
DoreetO@gilat.com
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