Aeroflex Incorporated (Nasdaq: ARXX) announced today that it has
entered into an agreement to be acquired by General Atlantic and
Francisco Partners in a transaction valued at approximately $1.0
billion. Aeroflex stockholders would receive $13.50 per share in cash,
which represents a 22.6% premium over the closing share price on March
2, 2007.
"Following an extensive review of the proposed transaction, our
Board unanimously concluded that the offer from General Atlantic and
Francisco Partners is in the best interests of Aeroflex's
stockholders, employees and customers," commented Len Borow,
Aeroflex's President and Chief Operating Officer. "We believe that the
transaction price provides stockholders with significant value.
Furthermore, the long-term capital, expertise and resources that
General Atlantic and Francisco Partners bring will enhance the
successful implementation of our strategic plans and continued support
of our customers' objectives," Mr. Borow added.
"We are pleased to be partnering with Aeroflex, a global provider
of high technology test, measurement and microelectronic products with
deep expertise in dynamic, complex industries," said Philip Trahanas,
Managing Director at General Atlantic. "We look forward to working
closely with the Aeroflex management team to build on the Company's
leadership position and successful track record of delivering on the
evolving demands of its diverse customer base."
"We are excited about the opportunity to work with Aeroflex,"
commented Dipanjan Deb, Co-founder and Managing Partner of Francisco
Partners. "Aeroflex is an industry leader with a strong platform and a
track record of delivering innovative products and quality service to
its customers. We are committed to working with the Company and the
management team to help further its vision and execute on the
long-term strategy for the business."
The agreement contains a provision under which Aeroflex may
solicit alternative proposals from third parties through April 18,
2007. If the Company accepts a superior proposal, a break-up fee would
be payable by the Company. There can be no assurance that any superior
proposal will be forthcoming. Aeroflex does not expect to disclose
developments with respect to this solicitation process unless and
until its Board of Directors has made a decision.
The closing of the transaction is subject to the approval of the
Aeroflex stockholders and other customary conditions.
Bear, Stearns & Co. Inc. served as Aeroflex's financial advisor in
connection with the transaction. Banc of America Securities LLC was
also retained to provide certain additional financial advisory
services to the Aeroflex Board in connection with the transaction.
Skadden, Arps, Slate, Meagher & Flom LLP served as the Company's legal
counsel.
JP Morgan and Lehman Brothers Inc. are providing financing for the
transaction. JP Morgan, Lehman Brothers Inc. and Deutsche Bank
Securities Inc. acted as financial advisors for General Atlantic and
Francisco Partners. Paul, Weiss, Rifkind, Wharton & Garrison LLP
served as legal counsel to General Atlantic and Francisco Partners.
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 S&P SmallCap 600 index. Additional information
concerning Aeroflex Incorporated can be found on the Company's Web
site: www.aeroflex.com .
About General Atlantic
General Atlantic LLC is a leading global private equity firm
providing capital for growth companies driven by information
technology or intellectual property. The firm was founded in 1980 and
has approximately $12 billion of capital under management. General
Atlantic has invested in over 160 companies, with current holdings in
50 portfolio companies of which about one-half are based outside the
United States. The firm is distinguished within the investment
community by its global strategy and worldwide presence, its
commitment to provide sustained value-added assistance for its
portfolio companies and its long-term approach. General Atlantic has
over 70 global investment professionals among its 150 employees
worldwide with offices in Greenwich, New York, Palo Alto, London,
Dusseldorf, Hong Kong and Mumbai.
General Atlantic's notable recent investments include Lenovo, NYSE
Group, NYMEX, Computershare, Genpact, Emdeon Business Services,
Digital China, Net1 PowerDsine, SRA International, Amax, Vimicro, and
Xchanging. For further information and a listing of GA's public and
private portfolio companies, see www.generalatlantic.com.
About Francisco Partners
With approximately $5 billion of committed capital, Francisco
Partners is one of the world's largest technology-focused private
equity funds. The firm was founded to pursue structured investments in
technology companies and targets investments in private companies,
public companies, and divisions of public companies, with transaction
values ranging from $30 million to $2.0 billion. The principals of
Francisco Partners have a proven track record, having invested in more
than 50 technology companies.
Successful past semiconductor and hardware investments executed by
the principals of Francisco Partners include, among others, AMI
Semiconductor, Alcatel's Mixed Signal Business, SMART Modular, Ultra
Clean Technology, ON Semiconductor, GlobeSpan, C-MAC Microtechnology,
and MagnaChip Semiconductor. For additional information, visit
www.franciscopartners.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 transactions described 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 Corporate Secretary, Aeroflex Incorporated, 35
South Service Road, 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.
