Comtech Telecommunications Corp. and Radyne Corp. jointly announced the signing of a definitive merger agreement pursuant to which Comtech has agreed to acquire Radyne in an all-cash transaction. Aggregate sales of the two companies would have been $651.5 M based on Comtech's sales of $504.3 M for its four fiscal quarters ended January 31, 2008 and Radyne's sales of $147.2 M for its four fiscal quarters ended March 31, 2008.

Under the terms of the merger agreement, unanimously approved by both companies' Board of Directors, Comtech will make a first step cash tender offer at $11.50 per share, which represents a premium of approximately 33 percent over Radyne's average closing price over the last 90 trading days. Once the first step cash tender offer is completed, it will be followed by a merger at the same price. The acquisition has a transaction equity value of approximately $223.6 M and an enterprise value of $195 M. As of March 31, 2008, Radyne had cash and cash equivalents of $28.7 M.

Fred Kornberg, president and chief executive officer of Comtech, said, "We are pleased to have reached this agreement with Radyne and believe that this combination is beneficial to the stakeholders of both companies. Acquiring Radyne offers a unique opportunity to unite our companies' resources to develop and bring to market innovative, new products that can increase our customers' return on investment and reduce operating costs. We are very excited about the future prospects of the combined company and we look forward to welcoming Radyne's talented and dedicated employees to the Comtech team."

Myron Wagner, chief executive officer of Radyne, said, "This strategic combination makes sense for both companies and I firmly believe it is the right step at the right time for all of Radyne's stakeholders. Our shareholders will benefit from a significant premium to Radyne's stock price, our customers will benefit from greater resources and product offerings, and our employees will benefit from being part of a larger, more diversified company. I look forward to working with Comtech's management team during the integration period."