GCOM Globecomm Systems Inc. (MM)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

to be held on [ — ] , 2013

Dear Globecomm Stockholder:

Globecomm Systems Inc., a Delaware corporation (“Globecomm”), will hold a special meeting of stockholders at Globecomm’s principal executive offices at 45 Oser Avenue, Hauppauge, New York 11788 at 10:00 a.m., local time, on [ — ], 2013, for the following purposes:

Only record holders of common stock, par value $0.001 per share, of Globecomm (the “Globecomm common stock”) at the close of business on [ — ], 2013 are entitled to receive notice of, and will be entitled to vote at, the special meeting.

Under Delaware law, if the merger is completed, holders of Globecomm common stock who do not vote in favor of adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery. In order to exercise your appraisal rights, you must deliver to Globecomm a written demand for an appraisal prior to the stockholder vote on the merger agreement, not vote in favor of adoption of the merger agreement and comply with other Delaware law procedures explained herein. A copy of Section 262 of the Delaware General Corporation Law (“Section 262”), the statute that governs appraisal rights, is reproduced in Annex C to the accompanying proxy statement.

Our board of directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement, “FOR” the adjournment proposal and “FOR” the named executive officer merger-related compensation proposal.

Your vote is important and we urge you to vote electronically through the Internet or by telephone by following the instructions included with your proxy card, or complete, sign, date and return your proxy card as promptly as possible by mail in the accompanying reply envelope, whether or not you expect to attend the special meeting. If you are unable to attend in person and you return your proxy card, your shares will be voted at the special meeting in accordance with your proxy. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares unless you obtain a valid legal proxy from such broker or nominee. You should follow the directions provided by your broker or nominee regarding how to instruct such broker or nominee to vote your shares.

The merger is described in the accompanying proxy statement, which we urge you to read carefully as it sets forth details of the merger and other important information relating to the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. If you have any questions or need assistance with voting, please contact MacKenzie Partners, Inc. who is assisting us with the solicitation, toll-free at (800) 322-2885 or collect at (212) 929-5500 outside North America.

[ — ], 2013

TABLE OF CONTENTS

SUMMARY TERM SHEET

This Summary Term Sheet, together with the “Questions and Answers about the Special Meeting and the Merger,” summarizes the material information in the proxy statement. You should carefully read this entire proxy statement and the other documents to which this proxy statement refers you for a more complete understanding of the matters being considered at the special meeting. In addition, this proxy statement incorporates by reference important business and financial information about Globecomm. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions in “Where You Can Find More Information” on page 105 of this proxy statement.

References to “Globecomm,” the “Company,” “we,” “our” or “us” in this proxy statement refer to Globecomm Systems Inc. and its subsidiaries, unless otherwise indicated by the context.

The Parties to the Merger (see page 54)

The Structure of the Merger and the Merger Agreement

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Our board of directors, at any time prior to the adoption of the merger agreement by Globecomm’s stockholders, may withdraw its recommendation, which would be an adverse recommendation change, if (i) Globecomm receives an acquisition proposal that was not the result of a breach of the merger agreement and our board of directors determines in good faith, after consultation with outside financial advisors and outside legal counsel, that such proposal constitutes a superior proposal, as defined in “The Merger Agreement — No Solicitation by Globecomm” on page 72 of this proxy statement, or (ii) an intervening event, as defined in “The Merger Agreement — No Solicitation by Globecomm” on page 72 of this proxy statement, has occurred and our board of directors determines in good faith, based on the opinion of outside legal counsel and after consultation with its outside financial advisors and outside legal counsel, that the failure to take such action would breach its fiduciary duties under applicable law, in each case, subject to Globecomm’s notification of such superior proposal or intervening event and the right of Parent to match such superior proposal and to increase its bid with respect to an intervening event.

However, subject to the satisfaction of certain notice provisions and other requirements as described in “The Merger Agreement — No Solicitation by Globecomm” on page 72 of this proxy statement, Globecomm may:

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Specific Performance (see page 84)

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Delisting and Deregistration of Globecomm Common Stock (see page 40)

Financing of the Merger (see page 41)

We anticipate that the total amount of funds necessary to complete the merger and the related transactions, including the funds needed to:

will be approximately $[ — ]. This amount will be funded through a combination of:

In connection with the financing of the merger, Parent has entered into an equity commitment letter, dated as of August 25, 2013, which we refer to as the “equity financing commitment,” with an affiliate of Wasserstein & Co., and entered into a debt commitment letter, dated as of August 25, 2013, which we refer to as the “debt financing commitment,” with Highbridge Principal Strategies, LLC, on behalf of its affiliates, which we refer to as “Highbridge.” We refer to the financing contemplated by the equity financing commitment and the debt financing commitment as the “equity financing” and “debt financing,” respectively, and we refer to the equity financing commitment and the debt financing commitment together as the “financing commitments.” We believe the amounts committed under the financing commitments, together with the available cash held by

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Globecomm, will be sufficient to complete the merger, but we cannot assure you of that. Those amounts might be insufficient if, among other things, one or more of the parties to the financing commitments fails to fund the committed amounts in breach of such financing commitments or if the conditions to such commitments are not met. Although obtaining the proceeds of any financing, including the financing under the financing commitments is not a condition to the completion of the merger, the failure of Parent and Merger Sub to obtain any portion of the committed financing (or alternative financing) is likely to result in the failure of the merger to be completed. In that case, Parent may be obligated to pay Globecomm the Parent termination fee. See “The Merger — Financing of the Merger” beginning on page 41.

The funding under the financing commitments is subject to conditions, including conditions that do not relate directly to the conditions to closing in the merger agreement. See “The Merger — Financing of the Merger” beginning on page 41.

Limited Guaranty (see page 43)

Concurrently with the execution of the merger agreement, Parent delivered to Globecomm the limited guaranty of up to $15,600,000 from an affiliate of Wasserstein & Co. pursuant to which the guarantor agreed to guarantee the obligations of Parent to pay Parent’s termination fee, subject to the limitations set forth in the merger agreement as described in “The Merger Agreement — Termination Fee Payable by Parent,” or to pay certain reimbursement and other obligations of Parent or Merger Sub under the merger agreement, provided that in no event will the guarantor’s aggregate liability under the limited guaranty exceed $15,600,000. See “The Merger — Limited Guaranty” beginning on page 43 of this proxy statement.

The Special Meeting (see page 55)

Other Important Considerations

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As of [ — ], 2013, our directors and executive officers, as a group, beneficially owned [ — ] securities in respect of shares of Globecomm common stock, which represent [ — ]% of the total Globecomm securities that are subject to purchase as part of the merger. The maximum total amount of all cash payments our directors and executive officers may receive in respect of their beneficially owned Globecomm securities upon the consummation of the merger is approximately $[ — ]. See “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger” on page 44 of this proxy statement.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers do not address all questions that may be important to you as a Globecomm stockholder. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully.

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THE MERGER

This discussion of the merger is qualified by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Background of the Merger

Our board of directors regularly reviews and evaluates the Company’s operations, financial performance, industry conditions, long-term strategic plan and business strategy with the goal of maximizing stockholder value. As part of this ongoing process, our board has periodically reviewed strategic alternatives that may be available to the Company, including strategic alliances, debt and equity financings for the expansion of our business and merger and acquisition alternatives.

On October 8, 2012, Discovery Group submitted a letter to our board requesting that the board engage an investment bank to solicit offers from parties interested in acquiring the Company. Following the close of the market on October 9, 2012, Discovery Group filed an amendment to its Schedule 13D with the SEC that included the letter previously submitted to the Company’s board of directors. The closing price of the Company’s common stock on October 9, 2012 was $10.60 per share. Following the public filing of the letter, several other institutional stockholders made similar public and private requests of the board. At the 2012 annual meeting of the stockholders held on November 15, 2012, more votes were withheld than voted “for” the election of five of the eight members of the board. Following the 2012 annual meeting, members of the board’s strategy committee, which advises the board on strategic transactions, engaged in discussions with some of our institutional stockholders in an effort to better understand their perspectives on the Company.

In January 2013, in response to both the board’s perception of the wishes of stockholders holding a substantial percentage of our shares and its assessment of the challenges of operating as a public company in a difficult financial and operational environment, the board began to consider again strategic alternatives that might be available to the Company. On January 10, 2013, the board held a special meeting. Members of management and representatives of Kramer Levin Naftalis & Frankel LLP, which we refer to as “Kramer Levin,” the Company’s outside legal counsel, participated in the meeting. At the meeting, the board determined, following an extensive discussion, that it would be advisable to retain a financial advisor to assist in its consideration of strategic alternatives. The board also discussed the following two proposals: (i) engaging a financial advisor to perform a valuation of the Company as a stand-alone business to permit the board to assess the viability of achieving enhanced value for the Company’s stockholders or (ii) engaging a financial advisor to help the Company consider a possible strategic transaction. The board determined that it would be in the best interest of the Company’s stockholders to retain Needham & Company as a financial advisor in connection with the solicitation and evaluation of possible strategic transactions to enhance stockholders’ value. The board selected Needham & Company, on management’s recommendation, based on Needham & Company’s experience in assisting the Company in the past, its knowledge of and experience in the telecommunications industry, its expertise with transactions similar to the transactions which would be expected to be evaluated by the Company, its market reach and its reputation. On January 11, 2013, the Company executed an engagement letter with Needham & Company to serve as the Company’s financial advisor to explore potential strategic alternatives for the Company. Following the close of the market on January 14, 2013, the Company issued a press release announcing Needham & Company’s engagement. On January 14, 2013, the closing price of the Company’s common stock was $11.61 per share.

On January 8, 2013 representatives from U.S. Space LLC, which we refer to as “U.S. Space,” acting as an industry advisor to an affiliate of Wasserstein & Co., had contacted the Company to request a meeting between

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the Company’s management and Wasserstein & Co. On January 11, 2013, an affiliate of Wasserstein & Co. entered into a customary non-disclosure agreement, which we refer to as an “NDA,” with the Company. Members of management met on January 16, 2013 with representatives of Wasserstein & Co. and U.S. Space at the Company’s headquarters and engaged in a general discussion, during which Wasserstein & Co. expressed its preliminary interest in exploring a possible transaction with the Company.

On January 17, 2013, a representative of U.S. Space reiterated to a member of management that Wasserstein & Co. was interested in considering a possible transaction with the Company, and the member of management suggested that a representative of U.S. Space or of Wasserstein & Co. contact Needham & Company. On January 18, 2013, a representative of Wasserstein & Co. spoke with representatives from Needham & Company at which time Needham & Company stated that it would be conducting due diligence on the Company over the coming weeks and preparing materials to assist the board with its evaluation of strategic alternatives. Wasserstein & Co. expressed interest in receiving such materials once they were finalized by Needham & Company.

On January 24, 2013, representatives of Needham & Company met with management to begin its due diligence of the Company, prepare marketing materials, review a proposed timetable and describe the possible universe of third parties that Needham & Company might contact. Management, including two executive directors, as well as representatives from Kramer Levin, participated in a portion of the meeting via conference call. During that portion of the meeting, a representative from Kramer Levin reviewed with the two executive directors their fiduciary responsibilities in considering the Company’s evaluation of strategic alternatives.

As instructed by the board, Needham & Company sought to identify strategic parties with a focus on communications, in particular entities that the representatives of Needham & Company believed might be interested in the Company’s expertise in establishing and managing highly complex communications networks globally, and financial sponsors with experience in middle market transactions and a focus on technology and communications. In identifying potential third parties, Needham & Company worked with our senior management and representatives of the board to identify parties it believed were the most likely to consider a transaction based on each party’s current strategic focus, capability and track record. Needham & Company and the Company also established a process for managing inbound inquiries whereby Needham & Company would respond to each inquiry in order to communicate consistently with each party regarding the process and to protect confidentiality.

Throughout the latter half of January 2013 and the first half of February 2013, management finalized the Company’s financial projections as described in “Important Information About Globecomm — Projected Financial Information” and, working with representatives of Needham & Company, prepared and refined materials to be provided to third parties.

In consultation with management and members of the board, between February 11, 2013 and March 8, 2013, Needham & Company contacted 118 third parties regarding a potential strategic transaction involving the Company, 57 of which were strategic parties and 61 of which were financial sponsors, including Wasserstein & Co. No third parties were excluded due to their business being competitive with the business of the Company. During this period, the Company entered into NDAs with 37 third parties, including ten strategic parties and 27 financial sponsors, each of which subsequently received marketing materials, including the Company’s financial projections, and a letter outlining the Company’s anticipated process. On February 13, 2013, representatives of Needham & Company sent Wasserstein & Co. the marketing materials, financial projections and process letter. By March 8, 2013, the initial process deadline, ten of these 37 parties expressed interest in a potential transaction, including two strategic parties and eight financial sponsors, with preliminary indications of interest that valued the Company in a range of $12.00 to $15.50 per share. Wasserstein & Co.’s initial indication of interest included a potential range of between $14.00 and $15.00 per share.

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On March 15, 2013, the board held a meeting to review the status of the process. Members of management, Needham & Company and Kramer Levin participated in the meeting, as did representatives of Morris, Nichols, Arsht & Tunnell, LLP, special Delaware counsel to the Company, which we refer to as “Morris Nichols.” At the meeting, the Needham & Company representatives: provided the board with an update regarding the process and reviewed each of the ten preliminary indications of interest received to date; recommended that eight of the ten parties be permitted to continue in the process (eliminating two financial sponsors whose indications of interest were deemed to be inferior to the others and whose prospects for improvement were determined to be small); reviewed existing market valuation multiples and conditions; and proposed how to proceed. Representatives of Kramer Levin and representatives of Morris Nichols also reviewed materials previously provided to the board regarding its fiduciary obligations under Delaware law. Based on these discussions and Needham & Company’s recommendations, the board instructed Needham & Company to invite the eight recommended parties (including Wasserstein & Co.) to participate in the second round of the process (which included, among other things, inviting the eight bidders to meet with management to tour the Company’s principal facility in Hauppauge, New York and providing access the Company’s electronic data room to conduct further due diligence on the Company).

Throughout the month of March, with the assistance of Needham & Company, the Company added to the electronic dataroom detailed information regarding the Company’s business, financial condition and prospects. On March 21, 2013, representatives of the eight parties, including Wasserstein & Co., were provided access to the Company’s electronic dataroom.

From March 28, 2013 to April 12, 2013, the Company hosted in-person management presentations at which management reviewed with each of the eight remaining parties the Company’s business, financial condition and prospects. Following each in-person presentation, management conducted facility tours of the Company’s headquarters and also hosted dinners with each of the parties. Representatives of Needham & Company also attended all of the presentations, facility tours and dinners. The meeting with representatives of Wasserstein & Co. was held on April 12, 2013.

Between April 12, 2013 and May 10, 2013, the eight parties involved in the process commenced a round of extensive due diligence reviews of the Company, which included comprehensive reviews of the data contained in the electronic dataroom, multiple requests for follow-up information and in-person meetings and other discussions with management and representatives of Needham & Company. Wasserstein & Co. again met with management and representatives of Needham & Company on April 19, 2013 and May 8, 2013.

Management provided the board with updates of the status of the meetings with the third parties throughout this period, including written updates on April 8, April 16 and April 22, 2013. In its April 16, 2013, update, management informed the board of Needham & Company’s recommendation to establish a second process deadline on May 10, 2013. In its April 22, 2013 update, management informed the board that one of the parties had advised Needham & Company that it was withdrawing from the process.

On May 10, 2013, Needham & Company received revised non-binding indications of interest from three parties, including Wasserstein & Co., a strategic party which we refer to as “Party B,” and a financial sponsor which we refer to as “Party C,” with values ranging from $12.65 to $13.50 per share. Each of the parties requested exclusivity for 45 days in order to complete its due diligence. The indications from both Wasserstein & Co. and Party C required external financing in order to consummate the transaction, while Party B’s proposal did not. Wasserstein & Co.’s indication of interest valued the Company at $13.50 per share and contemplated that another private equity firm would jointly participate with Wasserstein & Co. in the transaction (that private equity firm ultimately determined not to proceed prior to the final process deadline). Additionally, the other four of the seven remaining participants in the process informed Needham & Company between May 9, 2013 and May 14, 2013 that they would not be submitting proposals.

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On May 14, 2013, the board held a meeting to review the status of the process. Members of management, Needham & Company and Kramer Levin participated in the meeting. Representatives of Needham & Company presented to the board an updated summary of the indications of interest received from Wasserstein & Co. and Parties B and C, and an update regarding the status of the process. Needham & Company recommended that the due diligence process be continued with all of the three remaining participants in an effort to increase their proposed values, with the goal of receiving final proposals by the end of May. Needham & Company also recommended that a draft definitive transaction agreement be distributed to the three remaining participants. The board approved these recommendations.

On May 16, 2013, Needham & Company distributed an initial draft of the definitive transaction agreement, which had been prepared by Kramer Levin, to each of the remaining parties.

On May 20, 2013, members of management and representatives of Needham & Company met with representatives of Wasserstein & Co. to discuss the Company and its business, which was followed the next day by an in-person due diligence session.

On May 22, 2013, management provided a written update to the board describing the status of the continuing due diligence process with each of the remaining parties.

On May 23, 2013, Needham & Company requested that each of the parties submit their “best and final” proposal, including comments on the definitive transaction agreement previously circulated, by May 28, 2013.

On May 28, 2013, Needham & Company received new indications of interest from Party B, Party C and Wasserstein & Co., with proposals that valued the Company ranging from $13.00 per share by Party B to $13.50 per share by each of Party C and Wasserstein & Co.

On May 30, 2013, the board held a meeting to review the status of the process. Members of management, Needham & Company and Kramer Levin participated in the meeting. The proposals from Party B, Party C and Wasserstein & Co. were reviewed and discussed at the meeting, and the board instructed Needham & Company to attempt to convince each remaining participant to improve its proposal and authorized management to proceed to exclusivity with the best proposal at $13.50 per share or higher. Needham & Company then held conversations with each of Party B, Party C and Wasserstein & Co. Subsequently, Needham & Company received a revised proposal at $14.00 per share from Wasserstein & Co.

On May 31, 2013, Needham & Company received a revised proposal at $14.00 per share from Party C. Party B said in a conversation with Needham & Company that it was not willing to increase its proposal above $13.00 per share. Following discussions with representatives of Needham & Company, Wasserstein & Co. increased its proposal to $14.15 per share, and Party C stated that it was unwilling to increase its proposed price above $14.00 per share. Subsequently, on May 31, 2013, the board held a meeting to review the status of the process. Members of management and representatives of Needham & Company and Kramer Levin participated in the meeting. Representatives of Needham & Company reported on the revised indications of interest. Management and representatives of Needham & Company provided the board with an overview of the status and findings of the process that had been completed to date. The board was informed that Wasserstein & Co. had stated that it was willing to proceed with pursuing a negotiated transaction at a value of $14.15 per share, subject to its continued due diligence investigation of the Company, but only if the Company entered into an exclusivity agreement with Wasserstein & Co. Following discussion, the board authorized management to agree to Wasserstein & Co.’s request for a 45-day exclusivity period, ending July 14, 2013.

On June 4, 2013, Kramer Levin delivered an updated version of the draft merger agreement to Jones Day, counsel to Wasserstein & Co., and thereafter until the execution of the merger agreement on August 25, 2013, representatives of Kramer Levin and Jones Day negotiated the terms of the merger agreement and exchanged numerous drafts of the merger agreement and related documents.

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Also on June 4, 2013, Wasserstein & Co. conducted a due diligence tour of the Company’s facilities in Laurel, Maryland.

Throughout June and July 2013, representatives of Wasserstein & Co. conducted legal and financial due diligence on the Company’s business units, including meetings with management and representatives of Needham & Company on June 6 and June 12, 2013. During this period, Wasserstein & Co. continued to work to finalize the details of its transaction financing arrangements, and management continued to supplement the due diligence materials to the data room.

In addition, in connection with its review of the potential transaction, Wasserstein & Co. engaged a number of outside advisors, including Avascent, Deloitte & Touche LLP, PricewaterhouseCoopers LLP and Marsh & McLennan Companies, which were engaged to conduct due diligence on the Company’s strategy and business, accounting and tax matters, benefits matters and insurance matters, respectively. Beginning in June, these advisors met with and had discussions with members of management and representatives of Needham & Company on multiple occasions in connection with their respective reviews.

Management continued to provide updates to the board regarding the due diligence process and the status of discussions with Wasserstein & Co., including written updates on June 6 and June 17, 2013.

On June 21, 2013, representatives of Wasserstein & Co. toured the Company’s European facilities in the Netherlands, accompanied by members of management and Needham & Company.

On July 8, 2013, the board held a meeting to review the status of the process. Members of management and representatives of Needham & Company and Kramer Levin participated in the meeting. At the meeting, the board discussed a request by Wasserstein & Co. to extend the exclusivity period to permit time for additional due diligence and to finalize the details of its financing. The board authorized management to extend the exclusivity period from July 14, 2013 to July 28, 2013.

On July 10, 2013, members of management and representatives of Needham & Company held meetings at Wasserstein & Co.’s headquarters with prospective debt financing sources, including Highbridge.

On July 11, 2013, representatives of Wasserstein & Co. and Highbridge met with members of management and representatives of Needham & Company to conduct due diligence and tour the Company’s facilities in Hauppauge, New York. On July 12, 2013, representatives of Wasserstein & Co. and Highbridge met with members of management and representatives of Needham & Company to tour the Company’s facilities in Laurel, Maryland.

Throughout July and August, representatives of Kramer Levin and Morris Nichols, on behalf of the Company, and Jones Day, on behalf of Wasserstein & Co., negotiated the definitive transaction agreement and related documents. Representatives of the Company, Kramer Levin and the parties’ other outside law firms that had been engaged to help with regulatory matters, including the Company’s FCC licenses, also participated in a number of teleconferences to discuss the requirements and process for regulatory approvals and transferring control over the FCC licenses.

On July 19, 2013, representatives of Wasserstein & Co. and Highbridge, members of management and representatives of Needham & Company met to review each industry segment and its associated revenue pipeline, as well as to review the Company’s financial performance for the first quarter of fiscal year 2014.

On July 23, 2013, a representative of Jones Day distributed to Kramer Levin a draft limited guaranty, which had previously been presented to Jones Day by Kramer Levin, and a draft of the equity commitment letter.

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On July 24, 2013, management provided a written update to the board stating that Wasserstein & Co. had reaffirmed its proposal of $14.15 per share, informing the board that Wasserstein & Co. had requested a further extension to the exclusivity period that was set to expire on July 28, 2013 and summarizing the open issues on the transaction documents and the status of discussions generally.

On July 25, 2013, the board held a meeting to review the status of the process. Members of management and representatives of Needham & Company and Kramer Levin participated in the meeting. At the meeting, representatives of Needham & Company discussed delays in the merger negotiation process due to the inability of representatives of Wasserstein & Co. to speak with certain contracting parties under a small number of the Company’s classified contracts, the fact that Highbridge had not yet completed its due diligence process and the ongoing discussions relating to the process for various regulatory approvals. Representatives of Kramer Levin advised that they believed that the parties had made substantial progress toward resolving open issues on the transaction documents. The board authorized management to extend the exclusivity period to August 4, 2013 in order to permit the resolution of the foregoing. An extension letter was delivered on July 26, 2013.

On August 2, 2013, members of management and representatives of Wasserstein & Co. had a meeting regarding further due diligence. Later on August 2, 2013, management provided a written update to the board of directors describing the status of Wasserstein & Co.’s debt financing, informing the board that Highbridge had provided Wasserstein & Co. a draft debt commitment letter, updating the board on the due diligence process and the process for regulatory approvals and addressing open issues regarding the approach to the termination fee structure under the merger agreement. Upon authorization by the board, the Company granted an extension to the exclusivity period through August 6, 2013 in order to permit Wasserstein & Co. to finalize the terms of its financing and the process for obtaining regulatory approvals. An extension letter was provided on August 2, 2013.

On August 5, 2013, Wasserstein & Co. provided Needham & Company with a copy of the draft debt commitment letter.

On August 6, 2013, representatives of Wasserstein & Co. met with members of management and representatives of Needham & Company at Wasserstein & Co.’s offices in New York to conduct due diligence.

Also on August 6, 2013, the board held a meeting to review the status of the process. Members of management and representatives of Needham & Company and Kramer Levin participated in the meeting. At the meeting, members of management reported to the board that Wasserstein & Co. and Highbridge were nearing completion of their due diligence, that Wasserstein & Co. was close to finalizing the sources of its equity financing and that a draft of the debt commitment letter had been provided to the Company. Upon authorization by the board, the Company granted a further extension of exclusivity through August 12, 2013, in order to allow Wasserstein & Co. to finalize the terms of its debt financing. An extension letter was provided on August 6, 2013.

On August 12, 2013, management provided a written update to the board on the status of the discussions, including the debt commitment letter, equity commitment letter, limited guaranty, due diligence process and merger agreement termination fee structure. The board authorized management to extend the exclusivity period to August 16, 2013 in order to permit Wasserstein & Co to finalize the terms of its debt financing. An extension letter was provided on August 12, 2013.

On August 13, 2013, Highbridge and members of management had a discussion in which Highbridge received an update on the Company’s business. Representatives of Wasserstein & Co. and Needham & Company joined the discussion.

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On August 15, 2013, Wasserstein & Co. delivered to the Company a revised draft of the debt commitment letter.

At various times throughout the course of Wasserstein & Co.’s negotiation of the debt commitment letter in August 2013, members of management engaged in discussions with representatives of Wasserstein & Co. and Highbridge relating to the key terms of the credit agreement contemplated by the debt commitment.

On August 16, 2013, the board held a meeting to review the process. Members of management, Needham & Company and Kramer Levin participated in the meeting. At the meeting, management reported that due diligence was complete except for certain confirmatory matters, that the equity commitment letter and the limited guaranty had been substantially completed and that the remaining issues on the debt commitment letter were being negotiated. Management provided a similar update on August 17, 2013 and, on August 19, 2013, notified the board of the expected process for final approval of the transaction, should the board ultimately determine to proceed with the potential transaction. Upon authorization by the board, the Company granted a further extension of exclusivity on August 16, 2013 through August 23, 2013 in order to allow Wasserstein & Co. to finalize the debt commitment letter and enter into the transaction.

On August 21, 2013, the board held a meeting to review the process. Members of management and representatives of Needham & Company and Kramer Levin participated in the meeting. Representatives of Needham & Company provided the board with an update on the status of the discussions and process with Wasserstein & Co. Representatives of Kramer Levin again reviewed the board’s fiduciary duties with the board and also reviewed the material terms and conditions of the then-current draft of the transaction documents, including the treatment of outstanding options, the representations and warranties related to FCC matters and classified contracts, the provisions relating to termination and the fees related thereto, the treatment of superior proposals, limitations related to the limited guaranty by an affiliate of Wasserstein & Co. and Wasserstein & Co.’s request to include a reimbursement at signing to cover its extensive due diligence costs incurred to date. Representatives of Kramer Levin reported that Wasserstein & Co. was willing to adjust certain termination fees in favor of the Company in exchange for the reimbursement of certain out-of-pocket expenses at signing. In addition, the representatives of Kramer Levin reviewed the proposed conditions to closing, including the requested Closing Condition Adjusted EBITDA test as well as the process and steps that would be required following the signing of a definitive agreement in order to successfully close the transaction. An extensive discussion followed.

On August 22, 2013, members of management and representatives of Needham & Company attended a diligence meeting at the offices of Wasserstein & Co. to discuss the remaining due diligence items with Wasserstein & Co. On August 23, 2013, members of management and representatives from Highbridge held a “bring-down” due diligence conference call, with representatives of Wasserstein & Co. and Needham & Company joining.

Also on August 23, 2013, members of management provided a written update to the board informing the board that management expected that the debt commitment letter would be finalized over the weekend and recommended that the board should convene a meeting for the evening of August 25, 2013 to consider the transaction. Management also advised that Needham & Company was finalizing its financial analysis of the potential transaction and would be prepared to review its financial analysis, if requested to do so, at the meeting during the evening of August 25, 2013.

On August 25, 2013, counsel for Wasserstein & Co. delivered to Kramer Levin signed equity and debt commitment letters. Thereafter, the board held a meeting to review the process. Members of management and representatives of Needham & Company and Kramer Levin participated in the meeting. Prior to the meeting, the directors had received copies of the draft merger agreement and a summary of the terms thereof, as well as presentation materials prepared by Needham & Company. Representatives of Needham & Company reviewed

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with the board the strategic alternatives process and Needham & Company’s financial analysis of the potential transaction. Thereafter, representatives of Needham & Company delivered its oral opinion, subsequently confirmed by Needham & Company to the Company in writing, to the effect that, as of August 25, 2013, and based upon and subject to the assumptions and other matters set forth in its written opinion, the $14.15 per share in cash to be paid to the holders of the outstanding shares of Globecomm common stock (other than Parent or any of its subsidiaries and other than holders of dissenting shares) pursuant to the merger agreement was fair, from a financial point of view, to those holders. Representatives of Kramer Levin then presented to the board an update on the material terms and conditions of the merger agreement and ancillary documents, including the circumstances in which the board could consider and respond to unsolicited acquisition proposals after the execution of the merger agreement and could terminate the merger agreement to enter into an alternative transaction, as well as the financing structure of the transaction and the inclusion of the Parent termination fee and specific performance remedies to provide a level of assurance that the merger would be completed. Representatives of Kramer Levin also reviewed again the board’s fiduciary duties with respect to the board’s consideration of the potential transaction. The board then considered and discussed various factors regarding the proposed merger, including the factors described below under the heading “— Reasons for the Merger; Recommendation of our Board of Directors” beginning on page 28 of this proxy statement.

After thorough review and consideration, including a review of the merits of the proposal, as compared to the merits and considerations relating to the Company’s future performance as a stand-alone entity, considering, among other things, the challenges facing the Company and the industry more generally, as described and discussed at prior meetings, the board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Company and its stockholders. The board then unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, resolved to recommend adoption of the merger agreement by the Globecomm stockholders and directed the merger agreement be submitted for consideration of adoption by the Globecomm stockholders at the special meeting of the stockholders.

During the evening of August 25, 2013, following the approval of the merger agreement by the board, the Company, Parent and Merger Sub executed and delivered the merger agreement.

Prior to the opening of the market on August 26, 2013, the Company issued a press release announcing the transaction.

Reasons for the Merger; Recommendation of our Board of Directors

The board of directors, acting with the advice and assistance of its independent legal and financial advisors, evaluated the merger proposal from Parent, including the terms and conditions of the merger agreement. At a meeting held on August 25, 2013, the board of directors (i) unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of Globecomm’s stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and (iii) resolved to recommend adoption of the merger agreement by the Globecomm stockholders and directed the merger agreement be submitted for consideration of adoption by the Globecomm stockholders at the special meeting of the stockholders.

In the course of reaching its determination, the board of directors considered the following substantive factors and potential benefits of the merger, each of which the board of directors believed supported its decision:

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Certain of the financial analyses presented by Needham & Company to the Globecomm board of directors were based upon financial projections prepared by our management based on various assumptions about the future performance of our business. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projections. See “Important Information about Globecomm — Projected Financial Information” beginning on page 93 of this proxy statement.

The board of directors also considered the following risks and other potentially negative factors concerning the merger agreement and the merger:

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In addition, the board of directors was aware of and considered the interests that certain of our directors and executive officers have with respect to the merger that differ from, or are in addition to, their interests as stockholders of the Company, as described in “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 44 of this proxy statement. However, the board of directors believed that such different or additional benefits are attributable to services provided or to be provided by such officers and directors, are customary and/or determined on an arm’s-length basis and were not offered in contemplation of the merger.

The foregoing discussion summarizes the material factors considered by our board of directors in its consideration of the merger and is not intended to be exhaustive. It also contains statements which are forward looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Information” on page 52 of this proxy statement. In view of the wide variety of factors considered by our board of directors, and the complexity of these matters, our board of directors did not

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find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of our board of directors may have assigned different weights to various factors. Our board of directors approved and recommended the merger agreement and the merger based upon the totality of the information presented to and considered by it.

Our board of directors recommends that you vote “FOR” the adoption of the merger agreement, “FOR” the adjournment of the special meeting, if necessary, to solicit additional proxies and “FOR” the named executive officer merger-related compensation proposal.

Opinion of the Company’s Financial Advisor

We retained Needham & Company to act as financial advisor in connection with the merger and to render an opinion as to the fairness, from a financial point of view, to the holders of our common stock (other than Parent or any of its subsidiaries and other than holders of dissenting shares) of the consideration to be received by those holders in the merger pursuant to the merger agreement.

On August 25, 2013, Needham & Company delivered its oral opinion, which it subsequently confirmed in writing, to our board of directors that, as of that date and based upon and subject to the assumptions and other matters described in the opinion, the consideration of $14.15 per share of our common stock to be received by the holders of our common stock (other than Parent or any of its subsidiaries and other than holders of dissenting shares) pursuant to the merger agreement was fair to those holders from a financial point of view. Needham & Company provided its opinion for the information and assistance of our board of directors in connection with and for the purpose of the board’s evaluation of the transactions contemplated by the merger agreement. Needham & Company’s opinion relates only to the fairness, from a financial point of view, to the holders of our common stock (other than Parent or any of its subsidiaries and other than holders of dissenting shares) of the merger consideration, which was determined through arm’s length negotiations between us and Parent. While Needham & Company provided independent financial advice to our board of directors during the course of the negotiations between us and Parent, the decision to approve and recommend the merger was made independently by our board. Needham & Company’s opinion does not address any other aspect of the merger or any related transaction and does not constitute a recommendation to any stockholder of our company as to how that stockholder should vote or act on any matter relating to the merger.

The complete text of Needham & Company’s opinion, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on and scope of the review undertaken by Needham & Company, is attached to this proxy statement as Annex B and is incorporated by reference in this proxy statement. The summary of Needham & Company’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. We urge you to read this opinion carefully and in its entirety.

In arriving at its opinion, Needham & Company, among other things:

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In connection with its review and in arriving at its opinion, Needham & Company assumed and relied on the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it for purposes of its opinion and did not independently verify, nor did Needham & Company assume responsibility for independent verification of, any of that information. Needham & Company assumed the accuracy of the representations and warranties contained in the merger agreement and all agreements related thereto. In addition, Needham & Company assumed that the merger would be consummated on the terms and subject to the conditions set forth in the draft merger agreement furnished to Needham & Company without waiver, modification or amendment of any material term, condition or agreement thereof and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on our company. Needham & Company assumed that our financial forecasts provided to Needham & Company by our management were reasonably prepared on bases of and reflecting the best currently available estimates and judgments of our management, at the time of preparation, of our future operating and financial performance. Needham & Company expressed no opinion with respect to any of those forecasts or estimates or the assumptions on which they were based.

Needham & Company did not assume any responsibility for or make or obtain any independent evaluation, appraisal or physical inspection of the assets or liabilities of our company, Parent or any of our or their respective subsidiaries, nor did Needham & Company evaluate the solvency or fair value of our company, Parent or any of our or their respective subsidiaries under any state or federal laws relating to bankruptcy, insolvency or similar matters. Needham & Company’s opinion states that it was based on economic, monetary and market conditions as they existed and could be evaluated as of its date, and Needham & Company assumed no responsibility to update or revise its opinion based upon circumstances and events occurring after its date. Needham & Company’s opinion is limited to the fairness, from a financial point of view, to the holders of our common stock (other than Parent or any of its subsidiaries and other than holders of dissenting shares) of the merger consideration to be received by those holders pursuant to the merger agreement and Needham & Company expressed no opinion as to the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of our company, or as to our underlying business decision to engage in the merger or the relative merits of the merger as compared to other business strategies that might be available to us. In addition, Needham & Company expressed no opinion with respect to the amount or nature or any other aspect of any compensation payable to or to be received by any officers, directors or employees of any party to the merger, or any class of those persons, relative to the merger consideration to be received by the holders of our common stock pursuant to the merger agreement or with respect to the fairness of any such compensation.

We imposed no limitations on Needham & Company with respect to the investigations made or procedures followed by Needham & Company in rendering its opinion.

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In preparing its opinion, Needham & Company performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial analyses performed by Needham & Company in arriving at its opinion. The order of analyses described does not represent relative importance or weight given to those analyses by Needham & Company. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Needham & Company, the tables must be read together with the full text of each summary. The following quantitative information, to the extent it is based on market data, is, except as otherwise indicated, based on market data as it existed on or prior to August 25, 2013 and is not necessarily indicative of current or future market conditions.

Selected Companies Analysis . Using publicly available information, Needham & Company compared selected historical and projected financial and market data ratios for the Company to the corresponding data and ratios of publicly traded companies that Needham & Company deemed relevant because they have lines of business that may be considered similar to certain of our lines of business. These companies, referred to as the selected companies, consisted of the following:

The following table sets forth information concerning the following multiples for the selected companies and for the Company:

Needham & Company calculated multiples for the selected companies based on the closing stock prices of those companies on August 23, 2013 and calculated multiples for the Company based on the merger consideration of $14.15 per share of our common stock. All financial information excludes the impact of non-recurring items. Adjusted EBITDA amounts excluded the impact of stock-based compensation expense. Non-GAAP EPS amounts excluded non-recurring items, including M&A expenses and restructuring fees, but

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generally included expenses related to the impact of stock-based compensation and amortization of intangibles. our projected calendar year 2013 and 2014 multiples were calculated based on forecasts by our management.

Selected Transaction Analysis . Needham & Company analyzed publicly available financial information for the following selected merger and acquisition transactions, which represent transactions completed since January 1, 2008 that involved target companies that were operating in similar businesses to our company or had SIC code classifications deemed similar to our business and with transaction enterprise values equal to or greater than $100 million and less than $2 billion:

In examining the selected transactions, Needham & Company analyzed, for the selected transactions and for the merger,

Needham & Company calculated multiples for the Company based on the merger consideration of $14.15 per share.

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The following table sets forth information concerning the multiples described above for the selected transactions and the same multiples implied by the merger:

Needham & Company also reviewed LTM gross margin and LTM adjusted EBITDA margins for the target companies in the selected transactions and noted that our LTM gross margin fell below the mean, median and low LTM gross margins for the target companies and that our LTM adjusted EBITDA margin fell below the mean and median LTM adjusted EBITDA margins for the target companies. The following table sets forth information concerning these margins.

Stock Price Premium Analysis . Needham & Company analyzed publicly available financial information for 39 merger and acquisition transactions that represent all-cash transactions involving publicly traded technology, technology-enabled services and communications companies announced since January 1, 2010 and subsequently completed with transaction enterprise values of between $250 million and $750 million. In examining these transactions, Needham & Company analyzed the premium of consideration offered to the acquired company’s stock price one day, one week and one month prior to the announcement of the transaction.

Needham & Company calculated premiums for us based on the merger consideration and the closing prices of our common stock on the following dates:

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The following table sets forth information concerning the stock price premiums in the selected transactions and the stock price premium implied by the merger:

Discounted Cash Flow Analysis . Needham & Company performed illustrative discounted cash flow analyses to determine indicators of illustrative implied equity values for our company and illustrative implied equity values per share of our common stock based on our management’s forecasts. Needham & Company calculated a range of indications of the present value of unlevered free cash flows for us for the projected fiscal years 2014 through 2016 using discount rates ranging from 13.25% to 15.25%. Needham & Company then made calculations using two different methods.

In the first, the perpetuity method, Needham & Company calculated a range of illustrative terminal enterprise values as of the end of our fiscal 2016 by applying perpetual growth rates ranging from 2.0% to 6.0%. These illustrative terminal enterprise values were then discounted to calculate ranges of implied indications of present values using discount rates ranging from 13.25% to 15.25%. Needham & Company then added the ranges of the implied present values of our unlevered free cash flows for the projected periods to the ranges of implied present values of our terminal enterprise values to derive ranges of implied present enterprise values of our company. Needham & Company then added our cash and subtracted our debt to arrive at the ranges of implied present equity values. This analysis indicated an implied per share equity reference range for our company of $8.76 to $12.85, as compared to the merger consideration of $14.15 per share.

In the second, the exit multiple method, Needham & Company calculated a range of illustrative terminal enterprise values as of the end of our fiscal 2016 by applying multiples ranging from 6.0x to 8.0x to our management’s estimate of our 2016 adjusted EBITDA. These illustrative terminal enterprise values were then discounted to calculate ranges of implied indications of present values using discount rates ranging from 13.25% to 15.25%. Needham & Company then added the ranges of the implied present values of our unlevered free cash flows for the projected periods to the ranges of implied present values of our terminal enterprise values to derive ranges of implied present enterprise values of our company. Needham & Company then added our cash and subtracted our debt to arrive at the ranges of implied present equity values. This analysis indicated an implied per share equity reference range for our company of $14.07 to $17.89, as compared to the merger consideration of $14.15 per share.

No company, transaction or business used in the “Selected Company Analysis,” “Selected Transaction Analysis” or “Stock Price Premium Analysis” as a comparison is identical to us or to the merger, as applicable. Accordingly, an evaluation of the results of these analyses is not entirely mathematical; rather, it involves complex considerations and judgments concerning differences in the financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the selected companies or selected transactions or the business segment, company or transaction to which they are being compared.

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The summary set forth above does not purport to be a complete description of the analyses performed by Needham & Company in connection with the rendering of its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Accordingly, Needham & Company believes that its analyses must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying its analyses and opinion. Needham & Company did not attribute any specific weight to any factor or analysis considered by it. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis.

In performing its analyses, Needham & Company made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond our or Parent’s control. Any estimates contained in or underlying these analyses, including estimates of our future performance, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates. Additionally, analyses relating to the values of businesses or assets do not purport to be appraisals or necessarily reflect the prices at which businesses or assets may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Needham & Company’s opinion and its related analyses were only one of many factors considered by our board of directors in their evaluation of the merger and should not be viewed as determinative of the views of our board of directors or management with respect to the merger consideration or the merger.

Under the terms of our engagement letter with Needham & Company, dated January 11, 2013, we have paid Needham & Company a fee of $250,000 for rendering its opinion and agreed to pay, upon the closing of the merger, a fee of 1.5% of the aggregate purchase price paid in the merger (approximately $5.1 million), against which the opinion fee would be credited. In addition, we have agreed to reimburse Needham & Company for certain of its out-of-pocket expenses and to indemnify Needham & Company and related persons against various liabilities, including certain liabilities under the federal securities laws.

Needham & Company is a nationally recognized investment banking firm. As part of its investment banking services, Needham & Company is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and other purposes. Needham & Company was retained by our board of directors to act as our financial advisor based on Needham & Company’s experience as a financial advisor in mergers and acquisitions as well as Needham & Company’s familiarity with us and our industry generally. Needham & Company has not in the past two years provided investment banking or financial advisory services to us, Parent or Merger Sub for which Needham & Company has received compensation. Needham & Company may in the future provide investment banking and financial advisory services to us, Parent or our or their respective affiliates unrelated to the merger, for which services Needham & Company would expect to receive compensation. In the normal course of its business, Needham & Company may actively trade our equity securities for its own account or for the account of its customers and, therefore, may at any time hold a long or short position in those securities.

Certain Effects of the Merger

If the merger agreement is adopted by Globecomm’s stockholders and the other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into Globecomm, with Globecomm being the surviving corporation. As a result of the merger, Globecomm will become a wholly-owned

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indirect subsidiary of Parent, and Globecomm common stock will no longer be publicly traded. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

The merger will become effective, which we refer to as the “effective time” of the merger, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Subject to the following sentence, upon the completion of the merger, each share of Globecomm common stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive $14.15 in cash, without interest. The following shares of Globecomm common stock will not be converted into merger consideration:

In accordance with the terms of the merger agreement, each Globecomm stock option under any employee stock option or compensation plan or arrangement of the Company that is outstanding immediately prior to the completion of the merger, whether or not then exercisable or vested, will automatically be cancelled immediately prior to the completion of the merger, and, subject to applicable withholding taxes, the holder will be entitled to receive an amount in cash equal to the product of (i) the excess, if any, of (a) the merger consideration over (b) the exercise price per share of Globecomm common stock subject to such Globecomm stock option, and (ii) the total number of shares of Globecomm common stock subject to such Globecomm stock option as in effect immediately prior to the completion of the merger, without interest and with the aggregate amount of such payment rounded down to the nearest cent.

Upon consummation of the merger, each Globecomm restricted share will, to the extent not already fully vested, vest, and each holder of such Globecomm restricted share will be entitled to receive the merger consideration for each Globecomm restricted share, without interest and less any applicable withholding taxes.

Upon consummation of the merger, each award of a right entitling the holder thereof to shares of Globecomm common stock or cash equal to or based on the value of Globecomm common stock (other than Globecomm common stock options and Globecomm restricted shares) that is outstanding immediately prior to the completion of the merger will automatically be cancelled by virtue of the merger, and the holder will be entitled to receive the merger consideration for each such right.

Effects on the Company if the Merger is Not Completed

If the merger agreement is not adopted by Globecomm’s stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the merger. Instead, Globecomm will remain an independent public company and the Globecomm common stock will continue to be quoted and traded on NASDAQ. In addition, if the merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that Globecomm stockholders will continue to be subject to the same risks and opportunities as they currently are. Accordingly, if the merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Globecomm shares. Under specified circumstances, Globecomm may

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be required to pay Parent a termination fee of either $10,200,000 or $3,400,000, or Parent may be required to pay Globecomm a Parent termination fee of $15,600,000, in each case as described in “ The Merger Agreement — Termination Fees and Expenses” beginning on page 82 of this proxy statement.

From time to time, our board of directors will evaluate and review, among other things, the business, operations, properties, dividend policy and capitalization of Globecomm and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the merger agreement is not adopted by Globecomm’s stockholders or if the merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Globecomm will be offered or that the business, prospects or results of operations of Globecomm will not be adversely impacted.

Delisting and Deregistration of Globecomm Common Stock

Globecomm common stock is currently registered under the Exchange Act and is quoted and traded on NASDAQ under the symbol “GCOM.” As a result of the merger, Globecomm will be a privately held corporation, and there will be no public market for its common stock. After the merger, the Globecomm common stock will cease to be quoted and traded on NASDAQ, and price quotations with respect to sales of shares of common stock in the public market will no longer be available. In addition, registration of the Globecomm common stock under the Exchange Act will be terminated, and we will no longer file periodic reports with the SEC on account of our common stock.

Regulatory Approvals

FCC Approval

Under the Communications Act of 1934, as amended, which we refer to as the “Communications Act,” as a condition to, and before the completion of, the transaction, the FCC must approve the transfer of control of certain of Globecomm’s licenses and authorizations in connection with the transactions contemplated by the merger agreement. In connection with such approval, the FCC must determine whether Parent is qualified to control Globecomm’s licenses and authorizations and whether the transfer of control of such licenses is consistent with the public interest, convenience and necessity. In order to obtain FCC approval, we are required to file applications for FCC consent to the transfer of control of the FCC licenses in connection with the merger. The requisite FCC applications were filed on September 12, 2013. While we believe that FCC approval will ultimately be obtained, this approval is not assured.

U.S. Antitrust Requirements

Under the HSR Act and the rules promulgated thereunder by the FTC, the merger cannot be completed until Globecomm and Parent file a notification and report form under the HSR Act and the applicable waiting period has expired or been terminated. Globecomm and Parent filed notification and report forms under the HSR Act with the FTC and the Antitrust Division of the DOJ on September 18, 2013.

Although Globecomm expects that the merger can be effected in compliance with federal and state antitrust laws, it cannot be certain that the merger will not be challenged by a governmental authority or private party on antitrust grounds. At any time before or after completion of the merger, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Globecomm or Parent. At any time before or after the completion of the merger, any state could take such action under the antitrust laws as it

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deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Globecomm or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

When we use the term “antitrust laws” in this proxy statement, we are referring to the Sherman Antitrust Act of 1890, as amended, the Clayton Antitrust Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act of 1914, as amended, and all other Federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Committee on Foreign Investment in the United States

Under the Exon-Florio Amendment to the Defense Production Act of 1950, the President of the United States has the authority to review and, where necessary, suspend or prohibit any foreign acquisition, merger or takeover of companies engaged in U.S. interstate commerce or determined to threaten U.S. national security. By executive order, the President has delegated his investigatory powers under the Exon-Florio Amendment to CFIUS, an interagency committee chaired by the U.S. Treasury Department. In general, CFIUS review of a covered transaction occurs in an initial 30-day review period that may be extended by CFIUS for an additional 45-day investigation period. At the close of its review or investigation, CFIUS may decline to take any action relative to the covered transaction, may impose mitigation terms to resolve any national security concerns with the covered transaction or may send a report to the President recommending that the transaction be suspended or prohibited or providing notice to the President that CFIUS cannot agree on a recommendation relative to the covered transaction. The President has 15 days under the Defense Production Act to act on the Committee’s report.

If requested by CFIUS, we will file, with Parent, a joint voluntary notice with CFIUS, seeking confirmation that the transaction contemplated by the business combination agreement does not threaten national security. We cannot assure you that CFIUS will not request that the Company and Parent file a joint voluntary notice or, if a notice is filed, that the Company and Parent will receive CFIUS approval.

Other U.S. Regulatory Filings

We engage in several business areas that are regulated by the U.S. Government on national security grounds. In particular, we are registered with the U.S. State Department as a manufacturer of items that are controlled under ITAR. In addition, we have been granted a facility security clearance that is regulated by the U.S. Department of Defense in accordance with the requirements of NISPOM. In connection with the transfer of control of Globecomm to Parent, we will make any required notices and other filings and satisfy any other requirements necessary to comply with ITAR or NISPOM.

Financing of the Merger

Parent and Merger Sub have secured committed financing consisting of a combination of equity to be provided by Wasserstein & Co. and certain of its affiliates and other co-investors and debt financing from Highbridge and certain of its affiliates, the aggregate proceeds of which, together with the available cash held by Globecomm, will be sufficient for Parent and Merger Sub to:

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Equity Financing

In connection with the execution and delivery of the merger agreement, Parent has entered into the equity financing commitment, providing for equity financing of up to $84,500,000, with an affiliate of Wasserstein & Co. solely for the purpose of allowing Parent to fund a portion of the merger consideration required pursuant to the merger agreement and the fees and expenses incurred by Parent related to the transactions contemplated by the merger agreement.

The obligation to fund or cause the funding of the equity financing commitment is subject to (i) the execution and delivery of the merger agreement by Globecomm, (ii) the satisfaction or waiver of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the merger (other than those conditions that, by their nature, are to be satisfied at the closing, but subject to their satisfaction at the closing), and (iii) the debt financing commitment being funded on the closing date of the merger, subject only to the consummation of the transactions contemplated by the equity financing commitment. Globecomm is a third-party beneficiary to the equity financing commitment for the limited purpose of permitting us to seek, under certain circumstances, specific performance to cause the equity financing to be funded in accordance with the terms of the equity financing commitment and the merger agreement.

Debt Financing

In connection with the execution and delivery of the merger agreement, Parent received a debt financing commitment of up to $235,000,000 in total aggregate amount from Highbridge, on behalf of its affiliates, acting as the sole administrative agent, consisting of (i) a senior secured term loan of up to $205,000,000 and (ii) a $30,000,000 senior secured revolving credit facility (revolver borrowings are not expected to be made on the closing of the merger unless necessary to cash collateralize outstanding letters of credit). The senior secured term loan may be reduced by $1.00 for every $0.75 by which the equity financing commitment is increased up to a maximum reduction of $20,000,000 in Borrower’s (as defined below) sole discretion. The revolving credit facility and the term loan will each mature five years from the closing date of the merger. Merger Sub and/or Globecomm and, following the merger, the surviving corporation will be the borrower under the senior secured facility, which we refer to as “Borrower.” The proceeds of borrowings under the senior secured term loan will be used to finance, in part, the payment of the amounts payable under the merger agreement and the payment of fees and expenses incurred in connection with the merger and other general corporate purposes. After the initial funding date, borrowings under the revolving credit facility may be used for working capital and general corporate purposes.

The closing of the debt financing is conditioned on customary conditions, including, but not limited to:

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Under the merger agreement, Parent and Merger Sub may replace or amend the debt financing commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities or otherwise so long as the terms would not adversely impact the ability of Parent and the Merger Sub to timely consummate the merger or the likelihood of the completion of the merger and related transactions. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described above is not available as anticipated or otherwise. The documentation governing the senior secured facility has not been finalized and, accordingly, its actual terms may differ from those described in this proxy statement. The debt financing commitment provides that Parent and Merger Sub may not engage in discussions with any other potential financing sources unless the debt financing commitment is terminated (i) by Highbridge upon notice of termination due to material breach by Merger Sub (other than with respect to its indemnity, confidentiality or exclusivity obligations) or (ii) by Merger Sub if Highbridge breaches its material obligations under the debt financing commitment or the definitive loan documents or if Highbridge refuses to waive a closing condition if the parties to the merger seek to consummate the merger.

Limited Guaranty

Concurrently with the execution of the merger agreement, Parent delivered to Globecomm a limited guaranty of up to $15,600,000 by an affiliate of Wasserstein & Co., pursuant to which the guarantor agreed to guarantee the payment of Parent’s termination fee, subject to the limitations set forth in the merger agreement as described in “The Merger Agreement — Termination Fee Payable by Parent” on page 83 of this proxy statement, or to pay certain reimbursement and other obligations of Parent or Merger Sub under the merger agreement, provided that in no event will the guarantor’s aggregate liability under the limited guaranty exceed $15,600,000. We refer to the payment of the Parent’s termination fee and the monetary damages in the immediately preceding sentence collectively as the “guaranteed obligations.”

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The limited guaranty will remain in full force and effect until the earlier of (i) the effective time of the merger, (ii) the valid termination of the merger agreement under circumstances in which none of the guaranteed obligations are payable, (iii) the payment of Parent’s termination fee or an amount equal to $15,600,000, and (iv) subject to certain exceptions and limitations, the 150-day anniversary following termination of the merger agreement unless, prior to the 150-day anniversary, (a) Globecomm delivered written notice to the guarantor with respect to any of guarantor’s obligations in accordance with the limited guaranty or (b) Globecomm commenced a suit, action or other proceeding alleging that the obligations of the guarantor under the limited guaranty are due and payable.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendations of our board of directors, Globecomm’s stockholders should be aware that certain of Globecomm’s directors and executive officers have interests in the transaction that are different from, and/or in addition to, the interests of Globecomm’s stockholders generally and that may create potential conflicts of interest. Our board of directors was aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions to approve the merger agreement and to recommend that our stockholders vote in favor of adopting the merger agreement.

Set forth below are descriptions of the interests of directors and executive officers, including interests in equity or equity-based awards, and other compensation and benefit arrangements. Certain named executive officers participate in change in control severance arrangements, which are described in the next section, “— Golden Parachute Compensation.” The dates used in the discussions below to quantify certain of these interests have been selected for illustrative purposes only, and they do not necessarily reflect the dates on which certain events will occur.

Treatment of Stock Options and Restricted Shares and Other Equity-Based Rights

In accordance with the terms of the merger agreement, each Globecomm stock option under any employee stock option or compensation plan or arrangement of the Company that is outstanding immediately prior to the completion of the merger, whether or not then exercisable or vested, will automatically be cancelled immediately prior to the completion of the merger, and, subject to applicable withholding taxes, the holder will be entitled to receive an amount in cash equal to the product of (i) the excess, if any, of (a) the merger consideration over (b) the exercise price per share of Globecomm common stock subject to such Globecomm stock option, and (ii) the total number of shares of Globecomm common stock subject to such Globecomm stock option as in effect immediately prior to the completion of the merger, without interest and with the aggregate amount of such payment rounded down to the nearest cent.

Upon consummation of the merger, each Globecomm restricted share will, to the extent not already fully vested, vest, and each holder of such Globecomm restricted share will be entitled to receive the merger consideration for each Globecomm restricted share, without interest and less any applicable withholding taxes.

Upon consummation of the merger, each award of a right entitling the holder thereof to shares of Globecomm common stock or cash equal to or based on the value of Globecomm common stock (other than Globecomm common stock options and Globecomm restricted shares) that is outstanding immediately prior to the completion of the merger will automatically be cancelled by virtue of the merger, and the holder will be entitled to receive the merger consideration for each such right.

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The table below sets forth, as of September 24, 2013, the consideration expected to be received by each of our directors and executive officers in connection with the treatment of stock options and restricted shares, assuming continued employment through the completion of the merger: