Aeroflex Sets Special Meeting Date for Adoption of Merger Agreement with General Atlantic and Francisco Partners

Aeroflex Incorporated (Nasdaq: ARXX) announced today that it will
hold a special meeting of stockholders on Wednesday, May 30, 2007, at
10:00 a.m., local time, at the Garden City Hotel, Stewart Avenue,
Garden City, New York 11530 for the purpose of considering the
adoption of the merger agreement providing for the acquisition of
Aeroflex by General Atlantic and Francisco Partners. Stockholders of
record of Aeroflex as of the close of business on Monday, April 23,
2007, will be entitled to vote at the special meeting. Aeroflex
currently expects that the definitive proxy statement will be mailed
to Aeroflex's stockholders on or about April 28, 2007.

On April 11, 2007, the U.S. Federal Trade Commission granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with the
proposed merger.

Aeroflex currently expects to complete the merger in the late
spring or early summer of 2007, subject to the approval and adoption
of the merger agreement by Aeroflex's stockholders and the
satisfaction of other closing conditions.

About Aeroflex

Aeroflex Incorporated (Nasdaq: ARXX) is a global provider of high
technology solutions to the aerospace, defense, cellular and broadband
communications markets. The Company's diverse technologies allow it to
design, develop, manufacture and market a broad range of test,
measurement and microelectronic products. The Company's common stock
trades on the Nasdaq National Market System under the symbol ARXX and
is included in the S&P SmallCap 600 index. Additional information
concerning Aeroflex Incorporated can be found on the Company's Web
site: www.aeroflex.com.

Forward Looking Statements

This release contains forward-looking statements, which are
subject to various risks and uncertainties. Discussion of risks and
uncertainties that could cause actual results to differ materially
from management's current projections, forecasts, estimates and
expectations is contained in the Aeroflex's filings with the SEC.
Specifically, Aeroflex makes reference to the section entitled "Risk
Factors" in its annual and quarterly reports. In addition to the risks
and uncertainties set forth in Aeroflex's SEC reports or periodic
reports, the proposed transaction mentioned in this release could be
affected by, among other things, the occurrence of any event, change
or other circumstances that could give rise to the termination of the
merger agreement; the outcome of any legal proceedings that may be
instituted against Aeroflex and others related to the merger
agreement; failure to obtain stockholder approval or any other failure
to satisfy other conditions required to complete the merger, including
required regulatory approvals; risks that the proposed transaction
disrupts current plans and operations and the potential difficulties
in employee retention as a result of the merger; the amount of the
costs, fees, expenses and charges related to the merger and the
execution of certain financings that will be obtained to consummate
the merger; and the impact of the substantial indebtedness incurred to
finance the consummation of the merger.

Additional Information and Where to Find It

In connection with the proposed merger, Aeroflex will file a
definitive proxy statement with the SEC. The definitive proxy
statement and a form of proxy will be mailed to the stockholders of
Aeroflex. BEFORE MAKING ANY VOTING DECISION, AEROFLEX's STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY
AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. Aeroflex's stockholders will be able to
obtain, without charge, a copy of the proxy statement (when available)
and other relevant documents filed with the SEC from the SEC's website
at http://www.sec.gov. Aeroflex's stockholders will also be able to
obtain, without charge, a copy of the proxy statement and other
relevant documents (when available) by directing a request by mail or
telephone to Corporate Secretary, Aeroflex Incorporated, 35 South
Service Road, P.O. Box 6022, Plainview, New York 11803, telephone:
(516) 694-6700, or from Aeroflex's website, http://www.aeroflex.com.

Participants in the Solicitation

Aeroflex and its directors and officers may be deemed to be
participants in the solicitation of proxies from Aeroflex's
stockholders with respect to the merger. Information about Aeroflex's
directors and executive officers and their ownership of Aeroflex's
common stock is set forth in the proxy statement for Aeroflex's 2006
Annual Meeting of Stockholders, which was filed with the SEC on
October 5, 2006. Stockholders may obtain additional information
regarding the interests of Aeroflex and its directors and executive
officers in the merger, which may be different than those of
Aeroflex's stockholders generally, by reading the proxy statement and
other relevant documents regarding the merger, when filed with the
SEC.