Press Release

COM DEV to Acquire Elements of EMS’ Space & Technology Division in Deal with MDA

By SpaceRef Editor
November 23, 2005
Filed under , ,

Acquisition Expands COM DEV’s Participation in the Strategically Important Government Market

COM DEV International Ltd. today announced that it has reached an agreement with MacDonald, Dettwiler and Associates Ltd. (MDA) of Richmond, B.C to purchase certain elements of the EMS Space & Technologies Division, as part of a transaction in which MDA is acquiring the assets of EMS Montreal from EMS Technologies of Atlanta, Georgia. The purchase price to be paid to MDA is $5.0 million CDN, plus an adjustment for working capital. There is a provision in the agreement for an additional $1.0 million CDN to be paid to MDA if certain future conditions are met before January 1, 2007. Transaction fees are expected to add an additional $0.7 million to the total purchase price. COM DEV expects the acquired businesses to add about 10% to its revenue base, beginning in 2006, and to contribute to profitability in year one. The Company intends to finance the purchase price through an acquisition line of credit or other bank debt.

The business elements included in the transaction include the Space Science and Optical Payload operations, based in Ottawa, and the Search and Rescue transponder product line.

“By enhancing our position in the civil space market, this acquisition provides an opportunity to diversify our revenue base while at the same time strengthening our core space business, and as a result, is aligned with our stated strategic direction,” said COM DEV CEO John Keating.

The transaction is expected to close within the next 30 days at which time further details will be provided.

About COM DEV

COM DEV International Ltd. 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. TSX: CDV. www.comdev.ca .

About MacDonald, Dettwiler and Associates Ltd. (MDA)

MDA provides advanced information solutions that capture and process vast amounts of data, produce essential information, and improve the decision making and operational performance of business and government organizations worldwide.

Focused on markets and customers with strong repeat business potential, MDA delivers a broad spectrum of earth and space based information solutions, ranging from complex operational systems, to tailored information services, to electronic information products.

MDA employs more than 2,500 people in locations across the United States, Europe, and Canada. The Company’s common shares trade on the Toronto Stock Exchange under the symbol TSX:MDA. www.mda.ca .

COM DEV and COM DEV Space are registered trademarks of COM DEV International Ltd. This news release may contain certain forward-looking statements that involve risks and uncertainties. Actual results may differ materially from results indicated in any forward-looking statements. The Company cautions that, among other things, in view of the rapid changes in communications markets and technologies, and other risks including the cost and market acceptance of the Company’s new products, the level of individual customer procurements and competitive product offerings and pricing, and general economic circumstances, the Company’s business prospects may be materially different from forward-looking statements made by the Company.

For further information

Media Contact: Ron Holdway, Senior Director, Media Relations, Tel: (613) 295-5607, Fax: (613) 569-5691, investor.relations@comdev.ca

Analyst Contact: Gary Calhoun, Chief Financial Officer, Tel: (519) 622-2300 ext. 2826, Fax: (519) 622-2158, gary.calhoun@comdev.ca

SpaceRef staff editor.