Aeroflex Announces Agreement to Be Acquired by Veritas Capital; Terminates Agreement with Affiliates of General Atlantic and Francisco Partners

Aeroflex Incorporated (Nasdaq: ARXX) announced today that, in
light of the superior proposal received from Veritas Capital of $14.50
per share in cash, it has terminated the merger agreement with
affiliates of General Atlantic and Francisco Partners and entered into
a new merger agreement with subsidiaries of Veritas in a transaction
valued at approximately $1.1 billion.

As reported yesterday, the special meeting of Aeroflex
stockholders that had been scheduled for May 30, 2007 to consider the
merger agreement with affiliates of General Atlantic and Francisco
Partners will not be held. A new special meeting of Aeroflex
stockholders will be called once Aeroflex has determined when it will
be in a position to mail to stockholders a new proxy statement
concerning the Veritas merger agreement. The Aeroflex Board of
Directors has specified June 4, 2007 as the record date for the
purpose of determining the stockholders who will be entitled to
receive notice of, and to vote at, the new special meeting.

The closing of the transaction with Veritas Capital is subject to
the approval of Aeroflex's stockholders and other customary
conditions.

Bear, Stearns & Co. Inc. and Banc of America Securities LLC served
as Aeroflex's financial advisors in connection with the transaction.
Skadden, Arps, Slate, Meagher & Flom LLP served as Aeroflex's legal
counsel.

Veritas Capital, Golden Gate Capital and Goldman Sachs are
providing financing for the transaction. Schulte Roth & Zabel LLP
served as legal counsel to Veritas Capital. Kirkland & Ellis LLP
served as legal counsel to Golden Gate Capital. Fried, Frank, Harris,
Shriver & Jacobson LLP served as legal counsel to Goldman Sachs.

Aeroflex will file a Form 8-K with the U.S. Securities and
Exchange Commission (the "SEC") with further details concerning this
transaction.

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 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 prepare a
proxy statement to be filed with the SEC. When completed, a 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 the 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 at
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.