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Press release from CNW Group

COM DEV and Crescendo Partners Announce Agreement

Monday, March 04, 2013

COM DEV and Crescendo Partners Announce Agreement21:21 EST Monday, March 04, 2013CAMBRIDGE, ON, March 4, 2013 /CNW/ - COM DEV International Ltd. (TSX:CDV) ("COM DEV" or the "Company") and Crescendo Partners L.P. ("Crescendo"), a shareholder of COM DEV holding approximately 9.33% of COM DEV's outstanding common shares, announced today an agreement to nominate each of Terry Reidel, James Adamson, Kym Anthony, Roberta Bondar, Wayne Fox, Chris O'Donovan, David Masotti, Michael Pley, David Sgro, Gregory Monahan and Colin D. Watson, as a director of COM DEV at the upcoming annual and special meeting of shareholders of COM DEV to be held on April 24, 2013 (the "Annual Meeting"). David Sgro, Gregory Monahan and Colin D. Watson are nominees which have been selected by Crescendo; in addition, Wayne Fox will also be nominated as a new director for election at the Annual Meeting.Dr. Peter Scovell, a director of COM DEV since 2000, and Mr. Claude Séguin, a director of COM DEV since 2010, had indicated to the board of COM DEV their intention not to stand for re-election prior to the discussions between COM DEV and Crescendo, and accordingly neither of them are included on the list of nominees for election at the Annual Meeting.Terry Reidel the Chairman of the board of directors of COM DEV said: "We recently engaged in a dialogue with Crescendo and the result of this collaborative effort is the inclusion of four strong candidates for COM DEV's board in its forthcoming proxy circular. The inclusion of Wayne, David, Gregory and Colin will be critical to replace each of Peter and Claude's significant contribution to COM DEV over the years. As long standing directors on the COM DEV board, Peter and Claude have each been instrumental in COM DEV's successes to date. The board thanks Peter and Claude for their dedicated years of service, and wishes them continued success in his future endeavours."Eric Rosenfeld, Chairman and CEO of Crescendo Partners L.P, said: "We are pleased with the dialogue and collaboration with COM DEV. David Sgro, Gregory Monahan and Colin D. Watson each have excellent track records of creating value for shareholders and we are pleased to add their expertise to the COM DEV board of directors."Under the terms of the agreement with Crescendo, COM DEV has agreed to increase the size of its board of directors from nine members to eleven members, conditional on the approval of 66%% of the shareholders of COM DEV voting in person or by proxy at the Annual Meeting. Accordingly, it has agreed to present eleven directors to shareholders at the Annual Meeting, comprised of Mr. Sgro, Mr. Monahan, Mr. Watson and Mr. Fox, along with seven existing members of COM DEV's board of directors.The new board nomineesMr. Fox is currently the President of W.C. Fox Investments. Mr. Fox was previously the Vice-Chair and Chief Risk Officer responsible for Treasury, Balance Sheet and Risk Management for CIBC, and has held other executive management positions at CIBC during his career, including as head of CIBC World Markets global capital market activities. Mr. Fox was the Chair of the board of directors of the TMX Group Inc. from 2001 to 2012 and has also been a member of the board of the Bourse de Montréal and the Canadian Investor Protection Fund. Mr. Fox was a member of the Accounting Standards Oversight Committee from 2008 to 2012.David D. Sgro has been employed by Crescendo since May 2005, and currently serves as the company's Chief Financial Officer and a Managing Director. Mr. Sgro has held various management positions in the private banking and finance sector with Brandes Investment Partners, Management Planning, Inc. and MPI Securities, as well as various executive management positions with public companies such as Trio Merger Corp. and Rhapsody Acquisition Corp. Mr. Sgro was a member of the board of directors of Primoris Services Corporation and Bridgewater Systems, Inc.Gregory Monahan has been a Managing Director of Crescendo since December 2008 and has held various positions at Crescendo since May 2005. Prior to Mr. Monahan's time with Crescendo, he was the founder of Bind Network Solutions, a consulting firm focused on network infrastructure and security. Mr. Monahan currently serves on the board of directors of Absolute Software and Cott Corporation. He previously was on the board of O'Charley's Inc. and Bridgewater Systems.Colin D. Watson was President and Chief Executive Officer of Vector Aerospace Corporation, a company providing aviation overhaul and repair services, and he was previously the Vice Chairman of the board of directors of Spar Aerospace Limited, an aviation services company, and also held vaious executive management positions with Spar such as President and Chief Executive Officer. Mr. Watson was President and Chief Executive Officer of Rogers Cable TV, Ltd. Mr. Watson is currently a director of Louisiana Pacific Corporation, and was previously on the board of Rogers Communications Inc., B Split II Corporation, NorthStar Aerospace Inc., Dalsa Corp., SL Split Corporation, Arpeggio Acquisition Corp. and Rhapsody Acquisition Corp.Mr. Reidel concluded: "We are pleased to have reached this constructive resolution and look forward to working with Crescendo to increase value for all of COM DEV's shareholders."The full text of the agreement with Crescendo is available via SEDAR at www.sedar.com.About COM DEVCOM DEV International Ltd. (www.comdevintl.com) is a leading global provider of space hardware and services. The company has a staff of 1,300, annual revenues of $208 million, and facilities in Canada, the United Kingdom and the United States. 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 defense applications. The company has won contracts to supply its equipment on over 900 spacecraft. COM DEV's majority-owned subsidiary, exactEarth Ltd., provides satellite data services for global maritime surveillance.Certain information contained in this news release constitutes "forward-looking information" (or "forward-looking statements") within the meaning of applicable securities laws. All statements, other than statements of historical or present fact, constitute forward-looking information and typically include words and phrases about the future such as "may", "will", "anticipate", "estimate", "anticipate", "expect", "plan", "intend", "believe", "predict", "goal", "target", "project", "potential", "strategy" and "outlook" or the negative thereof or similar variations. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable by COM DEV, are inherently subject to significant business, economic and competitive uncertainties and contingencies. COM DEV cautions the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors, estimates and assumptions that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking information. While COM DEV considers these factors, estimates and assumptions to be reasonable based on information currently available to them, they may prove to be inaccurate.Forward-looking information contained herein are made as of the date of this press release based on the opinions and estimates of COM DEV on the date statements containing such forward-looking information are made. COM DEV does not undertake any obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except to the extent legally required. Accordingly, readers should not place any undue reliance on forward-looking information. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the "Forward-Looking Statements" section of our most recently filed Annual Information Form and the "Caution Regarding Forward Looking Information" section in our full-year 2012 Management Discussion and Analysis.SOURCE: Com Dev International Ltd.For further information: Gary Calhoun Chief Financial Officer Tel: (519) 622-2300 ext. 2826 Fax:(519) 622-2158 gary.calhoun@comdev.ca  Craig MacPhail TMX Equicom Tel: (416) 815-0700 ext. 290 cmacphail@tmxequicom.com