COVID-19 Impacts on Aviation Technology Industry Featured in Merger Dispute over a Material Adverse Event Clause
May 13, 2021
Analysis Group was retained by Wachtell, Lipton, Rosen & Katz, counsel for Gilat Satellite Networks, Ltd., in a dispute over whether Comtech Telecommunications Corp. would be allowed to terminate a $532.5 million agreement to purchase Gilat. The transaction was publicly announced in January 2020. In July 2020, Comtech filed a claim in Delaware Chancery Court asserting, in part, that the COVID-19 pandemic’s effects on the airline industry and on Gilat’s financial performance constituted a material adverse event (MAE) that allowed Comtech to withdraw its offer. Gilat filed a counterclaim seeking enforcement of the agreement or substantial monetary damages if the deal was not consummated.
An Analysis Group team led by Managing Principals Gaurav Jetley and Brian S. Gorin worked with industry experts William Lehr and Morris Garfinkle, who commented on COVID-19’s impact on satellite-related broadband communications markets. Dr. Lehr opined on the long-term growth prospects of the industries in which Gilat operated. Mr. Garfinkle opined on passenger demand for in-flight connectivity, which Gilat’s technology provided.
On the scheduled trial date, Gilat and Comtech agreed to terminate the merger agreement and settle all pending litigation, with Comtech agreeing to pay Gilat $70 million.