COM DEV International Ltd announced Monday that it is in discussion with Technology Horizons Limited (“THL”) regarding the exercise of an early purchase option under the agreement between COM DEV, THL and a subsidiary of THL to purchase units in the Skybridge Limited Partnership held by such subsidiary.
THL is disputing COM DEV’s right to exercise such option and COM DEV has therefore determined to seek an interpretation of the agreement by way of application to court.
Given that COM DEV is seeking interpretation of this agreement, there can be no certainty that the position COM DEV has taken will prevail.
The agreement is available on SEDAR filed as an “other” document and on the Company’s website.
The early purchase option that COM DEV is proposing to exercise is set forth in section 1.3(i) and provides that COM DEV may purchase the units at any time after COM DEV’s common shares trade for a period in excess of 60 days at a market price of more than $12. Trades above such price occurred during the period from September 25, 2000 to February 20, 2001. The applicable purchase price for the units is 1,926,372 common shares of COM DEV.
The 1,926,372 shares to be issued are included in the fully diluted share calculation in COM DEV financials. To meet all requirements of the CBCA with regard to conflicts of interest, a special committee comprised only of non-conflicted members of COM DEV’s Board was delegated responsibility to review and determine COM DEV’s position in this matter. With respect to its financial statements, COM DEV’s ownership position in the Skybridge Limited Partnership will be non-material and will not result in any balance sheet consolidation.
COM DEV International Ltd. is based in Cambridge, Ontario, is the largest Canadian-based designer and manufacturer of space hardware subsystems. COM DEV, with facilities in Canada and the United Kingdom, manufactures advanced products and subsystems that are sold to major satellite prime contractors for use in communications, space science, remote sensing and military satellites.
