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Gilat and Comtech in litigation over Gilat acquisition

Photograph courtesy of Gilat.

Gilat Satellite Networks, a leader in satellite networking technology, solutions and services, filed a complaint against Comtech Telecommunications over the acquisition of Gilat by Comtech, rejecting earlier Comtech “allegations” in a Comtech complaint against Gilat. In its Q2 results announcement on 31 August 2020, Gilat stated: “The acquisition of Gilat by (“Comtech”) remains subject to certain conditions to closing, including regulatory approvals in Russia.

As previously reported, Comtech filed a complaint against Gilat in the Delaware Court of Chancery seeking declaratory judgments that certain actions, if taken by Gilat in connection with Russia regulatory approval would breach Gilat’s obligations under the Merger Agreement and that Gilat has suffered a Material Adverse Effect, as defined in the Merger Agreement, as a result of the COVID-19 pandemic. As a consequence, Comtech contends that it is not required to consummate the merger.”

“Gilat strongly rejects all such allegations,” Gilat said, “and on July 21, 2020, Gilat filed a complaint against Comtech in the Delaware Court of Chancery, seeking a Court order requiring Comtech to specifically perform its obligations under the merger agreement, including using its reasonable best efforts to obtain regulatory approval as soon as practicable (as well as seeking all other relief deemed proper, including damages)”.

“The Complaint also seeks a declaratory judgment that, if Russian regulatory approval is not obtained by the termination date of the merger agreement, satisfaction of the Russian regulatory condition be excused, and a declaratory judgment that Gilat has not suffered a ‘Material Adverse Effect’.

The trial is scheduled for early October 2020, Gilat said.

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