Aeroflex Receives Revised Acquisition Proposal from Veritas Capital; General Atlantic and Francisco Partners Merger Agreement Remains in Place

Aeroflex Incorporated (Nasdaq: ARXX) announced today that it has
received from Veritas Capital a revised non-binding proposal for the
acquisition of Aeroflex in which Aeroflex's stockholders would receive
$14.50 per share in cash and option holders would be cashed out at the
excess of $14.50 and the option exercise price. The revised proposal
is not subject to any further due diligence by Veritas but is subject
to termination of Aeroflex's merger agreement with affiliates of
General Atlantic and Francisco Partners and execution of a definitive
merger agreement, which would include various conditions to
consummation of the transaction, including approval by Aeroflex's
stockholders. Aeroflex said that there is no assurance that the
proposal from Veritas Capital will result in a definitive agreement or
a consummated transaction. This proposal modifies the original Veritas
Capital proposal, under which Aeroflex's stockholders would have
received $14.00 per share as a dividend and retained in the aggregate
21.2% of the fully diluted common equity in a significantly leveraged
Aeroflex.

Aeroflex's Board of Directors plans to meet to consider the
revised proposal from Veritas Capital in the near future. Aeroflex
stressed that the merger agreement with affiliates of General Atlantic
and Francisco Partners remains in effect. Until such time as
Aeroflex's Board of Directors meets to consider the proposal from
Veritas Capital and decides otherwise, Aeroflex's Board of Directors
has not changed its recommendation regarding the proposed merger with
an affiliate of General Atlantic and Francisco Partners.

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 SAP Small Cap 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

Additional information is set forth in Aeroflex's definitive proxy
statement, filed with the SEC on April 26, 2007 and furnished to
Aeroflex's stockholders. STOCKHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT DISTRIBUTED TO STOCKHOLDERS BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Aeroflex's stockholders are able to obtain, without
charge, a copy of the proxy statement and other relevant documents
filed with the SEC from the SEC's website at http://www.sec.gov.
Aeroflex's stockholders are able to obtain, without charge, a copy of
the proxy statement and other relevant documents filed with the SEC
from the SEC's website at http://www.sec.gov. Aeroflex's stockholders
are also able to obtain, without charge, a copy of the proxy statement
and other relevant documents 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.