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Satnews Daily
January 13th, 2016

COM DEV Confirms Satisfaction Of Regulatory Approval + Key Consent Conditions For The Acquisition By Honeywell

[Satnews] COM DEV International Ltd. (TSX:CDV) announces two key conditions have been satisfied to the completion of the company's plan of arrangement (the "Arrangement") contemplated by the arrangement agreement among COM DEV, Honeywell Limited/Honeywell Limitée and Honeywell International Inc., entered into on November 5, 2015 (the "Arrangement Agreement"), being the receipt of all required Regulatory Approvals, and the Key Consents and Approvals (each as defined in the Arrangement Agreement).

The conditions relating to receipt of Competition Act Approval, Hart-Scott-Rodino Act (HSR) Approval and Investment Canada Act Approval (each as defined in the Arrangement Agreement) have been satisfied. In addition, the Consent of Industry Canada (as set out in the Arrangement Agreement) has been satisfied. Accordingly, all third party approval conditions have been satisfied. The transaction remains subject to approval of the COM DEV shareholders at the special meeting of shareholders to be held on Thursday, January 21, 2016 at 10:00 a.m. (Eastern Standard Time) (the "Special Meeting") and to receipt of a final order of the Ontario Superior Court of Justice (Commercial List).

Subject to the receipt of approval of COM DEV shareholders, receipt of the final order, and the satisfaction of other customary closing conditions, COM DEV anticipates that the Arrangement will become effective in early February 2016.

COM DEV also announced that Institutional Shareholder Services and Glass Lewis & Co, two leading independent third party proxy advisory firms who, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders, both issued reports last week recommending that shareholders vote FOR the Arrangement.

A notice of meeting and management information circular (the "Meeting Materials") have been mailed to COM DEV shareholders in connection with the Special Meeting.  COM DEV encourages shareholders to carefully review the Meeting Materials, which contain important information about the Arrangement as well as the procedures for voting at the Special Meeting and other related matters.

The Board of Directors of COM DEV unanimously recommends that shareholders vote in favour of the Arrangement.