COM DEV International

Canaccord Genuity is pleased to announce that on November 5, 2015, COM DEV International Ltd. (“COM DEV”) (TSX:CDV), announced that it has entered into a definitive agreement with Honeywell International Inc. (“Honeywell”) (NYSE:HON), pursuant to which Honeywell will acquire the equipment business of COM DEV by way of an acquisition of all of the outstanding common shares of COM DEV for C$5.25 per share, or C$455 million enterprise value. COM DEV’s 73% interest in the data services business of exactEarth Ltd. will be spun out as a publicly traded company to COM DEV’s shareholders.

Total consideration announced is C$6.54 per COM DEV share, representing a 46% premium over the closing price for COM DEV shares on October 6th, 2015, the day prior to COM DEV’s public confirmation of rumours that the Company was engaged in discussion regarding a change of control.

• C$5.25 cash consideration (including an escrow of C$0.125 per share to cover potential taxes relating to gains on the exactEarth spinout)
• C$1.29 pro rata interest in exactEarth (based on an enterprise value of C$125 million for exactEarth, which was implied by the recapitalization transactions between COM DEV and exactEarth’s other 27% shareholder prior to the spin-out).

Honeywell is a Fortune 100 diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; and performance materials.

Canaccord Genuity acted as financial advisor to COM DEV’s Special Committee and Board of Directors on its review of strategic alternatives and the M&A transaction. Canaccord Genuity will also act as financial advisor to exactEarth and it’s Board of Directors on the spin-out of exactEarth.

Based in Cambridge, Canada, COM DEV is a leading global provider of space hardware and services. COM DEV designs, manufactures, and integrates advanced products, subsystems, and microsatellites that are sold to major satellite prime contractors, government agencies and satellite operators, for use in communications, space science, remote sensing and defence applications.

The transaction is subject to regulatory and other customary approvals and is expected to close in January, 2016.