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This excerpt taken from the CMTL 8-K filed May 4, 2009. Introduction
On August 1, 2008, pursuant to an Agreement and Plan of Merger, dated as of May 10, 2008 (the “Merger Agreement”), with Radyne Corporation, a Delaware corporation (“Radyne”), Comtech TA Corp., a Delaware corporation (“Comtech TA”) and a wholly owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), completed the tender offer for outstanding shares of Radyne and consummated the merger of Comtech TA with and into Radyne.
The unaudited pro forma condensed combined balance sheet as of July 31, 2008, and the unaudited pro forma condensed combined statement of operations for the fiscal year ended July 31, 2008, presented herein, are based on the historical financial statements of Comtech and Radyne after giving effect to Comtech’s acquisition of Radyne and the assumptions, reclassifications and adjustments described in the accompanying notes to these unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined financial statements do not include any assumptions regarding cost savings synergies, and are not intended to represent or be indicative of Comtech’s consolidated results of operations or financial position that would have been reported had the acquisition of Radyne been completed as of the dates presented, and should not be taken as a representation of Comtech’s future consolidated results of operations or financial position. No pro forma adjustment was made for the following items, which were each not considered material for the respective periods presented:
· Intercompany sales between Comtech and Radyne; and
· Conforming certain of Radyne’s accounting policies to Comtech’s accounting policies.
The unaudited pro forma condensed combined financial statements and related accompanying notes should be read in conjunction with the separate historical financial statements of Comtech and Radyne to the extent such information is filed with the Securities and Exchange Commission (the “SEC”).
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