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EX-2.1 - EX-2.1 - GLOBECOMM SYSTEMS INC | y04738exv2w1.htm |
8-K - FORM 8-K - GLOBECOMM SYSTEMS INC | y04738e8vk.htm |
EX-10.1 - EX-10.1 - GLOBECOMM SYSTEMS INC | y04738exv10w1.htm |
EX-10.2 - EX-10.2 - GLOBECOMM SYSTEMS INC | y04738exv10w2.htm |
Exhibit 99.1
For Immediate Release
Globecomm Acquires ComSource Inc.
Acquisition Further Deepens Globecomms Wireless Capabilities
HAUPPAUGE, N.Y., April 8, 2011 /BusinessWire/ Globecomm Systems Inc. (NASDAQ: GCOM), a leading
global provider of communications solutions and services, announced today that the Company has
acquired ComSource, Inc. (ComSource).
The initial purchase price is $20.0 million, funded through $2.0 million of existing cash and $18.0
million through the Companys existing credit facility with Citibank. ComSource may receive up to
$21.0 million of additional consideration, through a two-year earn-out, based on reaching certain
earnings milestones.
Based in Frederick, MD, utilizing their state of the art test facility, ComSource provides
independent test and evaluation of a variety of telecommunications equipment and related recurring
long term application support, including new feature sets. Client testing includes basic
performance, data assurance, reliability and system security. ComSource is capable of testing the
following wireless equipment types:
| UMTS (3G) platforms and mobile devices. | ||
| GSM platforms including GPRS and EDGE and mobile devices. | ||
| CDMA platforms and mobile devices. | ||
| Wi-Fi platforms and mobile devices. | ||
| Wi-Max platforms and mobile devices. |
ComSource currently employs 48 individuals, of which 39 are dedicated to wireless technologies
software development.
ComSource had unaudited revenues of approximately $22.7 million for the year ended December 31,
2010. The transaction is anticipated to be immediately accretive excluding the impact of
amortization of intangibles relating to the transaction, and excluding the non-recurring charge for
acquisition costs. ComSources primary customer is a Tier 1 global telecommunications company
(key customer) and has a high concentration of recurring service revenue that complements
one-time equipment sales.
David Hershberg, Chairman and CEO of Globecomm Systems Inc., said: Globecomm continues to invest
in mobile technologies as the proliferation of mobile devices such as cell phones and tablets reach
unprecedented levels and the Company anticipates continued robust growth in this vertical
marketplace. ComSources key customer affords Globecomm the opportunity to up-sell multiple
aspects of Globecomms current engineering capabilities in the broadcast and multi-media arena,
which are rapidly converging in the wireless arena. The culture of ComSource, combined with the
desire to possess these capabilities were the primary reasons to move forward with this
transaction. I appreciate the efforts of the members of the Globecomm
acquisition team who worked diligently to make this transaction happen. They continue to close
deals that align with our long-term goals of completing related acquisition opportunities in a
vast, rapidly changing marketplace. I would like to welcome the entire ComSource team to the
Globecomm family.
Jerald L. Cruce, CEO of ComSource, Inc., said: This is a great opportunity for the employees and
staff of both Globecomm and ComSource. The synergies of both companies will be a positive asset to
grow our respective business base, and ensure the future outlook of employees and clients.
Keith Hall, President and Chief Operating Officer of Globecomm Systems Inc., said: Globecomm
continues to expand its value proposition as a global communication solution provider and is very
excited about the addition of ComSource to the Globecomm family. Globecomm has utilized
acquisitions to help diversify our capability portfolio including developing new market verticals,
further expanding our global reach and building breadth to our technology capabilities. Combining
Globecomms existing wireless reach and core engineering talent with the
ComSource software engineering team will create a suite of capabilities that will be in high demand
in the fast developing mobile technology market. This acquisition is an important milestone as
Globecomm continues its expansion outside satellite centric applications. I look forward to
working closely with the ComSource management team in creating a successful partnership
Kramer Levin Naftalis & Frankel provided legal advice to Globecomm on this transaction, and Shulman
Rogers and Lacki & Company provided legal advice to ComSource. Marriott & Co. acted as financial
advisor to ComSource on this transaction.
About Globecomm Systems
Globecomm Systems Inc., or Globecomm, is a leading global provider of satellite-based managed
network solutions. Employing our expertise in emerging communication technologies we are able to
offer a comprehensive suite of system integration, system products, and network services enabling a
complete end-to-end solution for our customers. We believe our integrated approach of in-house
design and engineering expertise combined with a world-class global network and our 24 by 7 network
operating centers provides us a unique competitive advantage. We are now taking this value
proposition to selective vertical markets, including government, wireless, media, enterprise, and
maritime. As a network solution provider we leverage our global network to provide customers
managed access services to the United States Internet backbone, video content, the public switched
telephone network or their corporate headquarters, or government offices. We currently have
customers for which we are providing such services in the United States, Europe, South America,
Africa, the Middle East, and Asia.
Based in Hauppauge, New York, Globecomm Systems also maintains offices in Maryland, New Jersey,
Virginia, the Netherlands, South Africa, Hong Kong, Germany, Singapore, the United Arab Emirates
and Afghanistan.
This press release contains forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based
on managements current expectations and observations. You should not place undue reliance on our
forward-looking statements because the matters they describe are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Our forward-looking statements are
based on the information currently available to us and speak only as of the date of this press
release. Over time, our actual results, performance or achievements may differ from those expressed
or implied by our forward-looking statements, and such difference might be significant and
materially adverse to our security holders.
We have identified some of the important factors that could cause future events to differ from our
current expectations and they are described in our most recent Annual Report on Form 10-K and most
recent Quarterly Report of Form 10-Q, including without limitation under the captions Risk
Factors and Managements Discussion and Analysis of Financial Condition and Results of
Operations, and in other documents that we may file with the SEC, all of which you should review
carefully. Please consider our forward-looking statements in light of those risks as you read this
press release.
For Globecomm Investor Relations information, please contact:
Matthew Byron
Senior Vice President, Corporate Office IR/M&A
631-457-1301
ir@globecommsystems.com
Senior Vice President, Corporate Office IR/M&A
631-457-1301
ir@globecommsystems.com
For Globecomm Public Relations information, please contact:
pr@globecommsystems.com
Company Information:
Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Phone: 631-231-9800; Fax: 631-231-1557
Web: http://www.globecommsystems.com
45 Oser Avenue
Hauppauge, NY 11788
Phone: 631-231-9800; Fax: 631-231-1557
Web: http://www.globecommsystems.com