Comtech Telecommunications Corp. (“Comtech”) (Nasdaq: CMTL) has agreed to acquire UHP Networks Inc. (“UHP”), a provider of innovative and disruptive satellite ground station technology solutions, for a purchase price of approximately $40.0 million.
Founded in 2005, UHP is based in Canada and has developed revolutionary technology that is transforming the VSAT market.
Key Strategic Benefits for Comtech Include:
- Expands Comtech’s product line in the satellite ground station market, which has a growing need for reliable, high capacity satellite equipment, particularly in the private and high-performance enterprise VSAT market.
- Allows Comtech to integrate a revolutionary TDMA technology into Comtech EF Data Corp.’s industry leading HEIGHTSTM platform (which includes our HEIGHTS Dynamic Network Access (“H-DNA”) dynamic Single Carrier per Channel (“dSCPC”) technology).
- Brings new relationships with top tier U.S. mobile network operators, Fortune 500 global companies and international government agencies.
Fred Kornberg, President and CEO of Comtech, said that with end-markets for high-speed satellite-based networks significantly growing, Comtech’s acquisition of UHP is a significant step in enhancing the company's solution offerings for the satellite ground station market. After months of extensive testing, Comtech believes that UHP’s innovative implementation techniques for time division multiple access (“TDMA”) technology are best-in-class. UHP’s disruptive technologies were developed starting with a blank sheet of paper, are unencumbered by legacy methods and provide the highest TDMA efficiency at the lowest cost available. Comtech is delighted to acquire UHP and expect the use of their incredible technology to expand globally for many years ahead.
Vagan Shakhgildian, President of UHP, said that he believes this strategic combination with Comtech is compelling. He expects their customers will significantly benefit from greater resources and capabilities than UHP could provide on a stand-alone basis. The company intendsto maintain a sharp focus on all scheduled and committed rollouts to customers and supporting all existing products, services, and agreements to customers, including value-added resellers, distributors, original equipment manufacturers and other strategic partners. All at UHP look forward to working with the Comtech management team to deliver world-class products to our existing customers and new customers around the world.
UHP offers several satellite routers which can process up to 450 Mbps of aggregate traffic with over 190,000 IP packets per second and have remarkably low TDMA overhead. UHP’s implementation of TDMA technology can result in a 20 percent efficiency advantage over other TDMA implementations at a much lower cost.
According to UHP, their routers are truly universal and can switch on-the-fly between modes using multiple configuration profiles that are built into the device. As such, it enables mobile network operators to expand cell phone service to rural areas with full and highly efficient coverage. UHP’s universal routers can provide for a self-healing architecture, known as Smart Redundancy™, which we believe is an industry first.
UHP has recently announced a next-generation, fully backward compatible, wideband platform that has 3x greater capability than its existing systems and which will allow High Throughput Satellite (“HTS”) satellite operators to combine different services and applications in just one carrier.
The purchase agreement for UHP includes the acquisition of a sister company and all of their intellectual property. All employees of UHP are expected to join and remain with the company and Mr. Vagan Shakhgildian will serve as President of UHP and have additional responsibilities to facilitate further growth of Comtech’s HEIGHTS solutions. The purchase agreement provides for an earn-out up to an additional $10.0 million if certain agreed upon sales milestones are reached over a twelve-month period after close. The impact of the UHP acquisition with respect to Comtech’s fiscal 2020 financial guidance will be dependent on the timing of the closing of the transaction which is expected to occur late in the second half of fiscal 2020. The transaction is subject to customary closing conditions.
Comtech will provide financial and other information about the UHP transaction during its regularly scheduled conference call to review the results of its fiscal quarter ended October 31, 2019, the exact date and time of which will be announced in advance.
Morgan Lewis & Bockius LLP, Proskauer Rose LLP and Torys LLP are serving as legal counsel to Comtech. KPMG M&A Advisory is serving as financial advisor to UHP. Dentons is serving as legal counsel to UHP.
