By Lisa Kerner
Charlotte, N.C., May 12 - Radyne Corp. agreed to be acquired by Comtech Telecommunications Corp. in an all-cash transaction valued at $223.6 million, it was announced on Monday.
Both companies' boards of directors approved the deal, which gives Radyne shareholders $11.50 per share, a Radyne news release said.
The offer price is a 33% premium over Radyne's average closing price over the last 90 trading days.
Under the merger agreement, Comtech will make a first-step cash tender offer followed by a merger at the same $11.50-per-share price.
The acquisition is not conditioned upon financing, and no expected closing date has been determined, Radyne said.
A $5 million termination fee is included in the agreement, it was reported in a form 8-K filing with the Securities and Exchange Commission.
"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," Radyne chief executive officer Myron Wagner said in the release.
Needham & Co., LLC advised Radyne and provided a fairness opinion to Radyne's board. Comtech is being advised by Banc of America Securities LLC.
Radyne, a Phoenix communications products company, canceled its May 12 earnings conference call due to the merger announcement.
Comtech, based in Melville, N.Y., is a communications solutions company operating in three segments: telecommunications transmission, mobile data communications and RF microwave amplifiers.
| Acquirer: | Comtech Telecommunications Corp.
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| Target: | Radyne Corp.
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| Announcement date: | May 12
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| Transaction total: | $223.6 million
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| Price per share: | $11.50
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| Termination fee: | $5 million
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| Expected closing: | Upon approvals
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| Stock price of target: | Nasdaq: RADN: $7.74 on May 9
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