COM DEV Announces $31 Million Financing Agreement
Funding to Support M/ERGY(TM) Development
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
CAMBRIDGE, ON, Sept. 28 /CNW/ - COM DEV International Ltd. (TSE:CDV),
announced today it has entered into a financing agreement with a syndicate of
underwriters led by Sprott Securities Inc., whereby COM DEV will sell on a
"bought deal" basis, 2,220,000 Special Warrants of the Company at a price of
$12.25 for total gross proceeds of $27,195,000. The Company has also granted
an over-allotment option which will entitle the underwriters to sell, on or
before closing, up to an additional 333,000 Special Warrants at the same price
for additional gross proceeds of $4,079,250 bringing the total gross proceeds
to $31,274,250. Each Special Warrant will be convertible, for no additional
consideration, into one common share of the Company. This transaction is
subject to applicable regulatory approval. The transaction is expected to
close on October 11, 2000. COM DEV is a leading producer of wireless
infrastructure and the largest Canadian-owned designer and manufacturer of
space hardware subsystems.
COM DEV intends to use the proceeds of this offering to support
development of its recently announced M/ERGY(TM) high-speed wireless Internet
system.
The Company has further undertaken to use its best efforts to clear
within 90 days of the closing date a Short Form Prospectus with applicable
securities commissions in Canada to qualify the distribution of the common
shares issuable upon the exercise of the Special Warrants. One-half of the
proceeds of the financing will be held in escrow until the Short Form
Prospectus is cleared by the applicable securities commissions. If the Short
Form Prospectus is not so cleared within 90 days of the closing date, a holder
of Special Warrants may elect to require the Company to repurchase up to 50%
of the Special Warrants held, at the issue price, or may receive 1.1 common
shares instead of one common share upon the exercise of any or all Special
Warrants.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. The
Special Warrants offered, and the common shares issuable upon the exercise
thereof, will not or have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold directly or
indirectly in the United States or to United States persons, absent
registration, or an applicable exemption for the registration requirement of
such Act.
About COM DEV
COM DEV International Ltd. is a leading producer of wireless
infrastructure and the largest Canadian-owned designer and manufacturer of
space hardware subsystems. It operates through two divisions: COM DEV Space
and COM DEV Wireless that together employ more than 1,200 people at facilities
in Ontario, New Brunswick, the United States, the United Kingdom and China.
COM DEV Space manufactures advanced products that are sold to the major
satellite prime contractors for use in commercial communications and earth
science satellites.
COM DEV Wireless designs and manufactures leading edge wireless systems
and subsystems that enjoy broad acceptance among global wireless, cellular
telephone and PCS system vendors. System products include Soft Radios,
broadband wireless Internet products, and an IS136 TDMA Base Station optimized
for rural cellular and low teledensity applications. Subsystem products
comprise signal conditioning equipment that play a critical role in the
performance of every cellular Base Station in which they are installed.
Typically, these products are provided as cost-effective assemblages that
integrate signal filtering, signal amplification and alarm monitoring in a
single compact electronics package.
This news release may contain certain forward-looking statements that
involve risks and uncertainties. Actual results may differ materially from
results indicated in any forward-looking statements. The company cautions
that, among other things, in view of the rapid changes in the wireless
communications markets and technologies, and other risks including the cost
and market acceptance of the company's new products, the level of individual
customer procurements and competitive product offerings and pricing, and
general economic circumstances, the company's business prospects may be
materially different from forward-looking statements made by the company.
For further information: Investor and Media Contact: Ron Holdway, Vice
President, Corporate Communications, Tel: (519) 622-5004, Fax: (519) 622-1691,
E-mail: investor.relations@comdev.ca, Website: www.comdev.cc; Analyst
Contact: Tim Zahavich, Chief Financial Officer, Tel: (519) 622-2300 ext. 2288,
Fax: (519) 622-2158, E-mail: tim.zahavich@comdev.ca;
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