Aeroflex Incorporated (Nasdaq: ARXX) announced today that its
Board of Directors has determined, in accordance with the terms of the
merger agreement with affiliates of General Atlantic and Francisco
Partners, that the revised proposal received from Veritas Capital,
pursuant to which Aeroflex's stockholders would receive $14.50 per
share in cash, constitutes a superior proposal. In making this
determination, the Board was assisted by Bear, Stearns & Co. Inc. and
Banc of America Securities LLC, its financial advisors, and by
Skadden, Arps, Slate, Meagher & Flom LLP, its outside legal counsel.
The Board today has given written notice to an affiliate of
General Atlantic and Francisco Partners that it is prepared to
terminate the merger agreement to enter into an agreement with respect
to the superior proposal received from Veritas Capital. As a result,
Aeroflex will be entitled to terminate the merger agreement if such
affiliate of General Atlantic and Francisco Partners does not make,
within three business days following the receipt of such notice, a
binding, written and complete proposal that would cause the proposal
received from Veritas Capital to no longer constitute a superior
proposal. In the event of a termination of the merger agreement by
Aeroflex, General Atlantic and Francisco Partners will be entitled to
a $15 million fee from Aeroflex, plus the payment of General
Atlantic's and Francisco Partners' expenses up to $7.5 million. As
discussed in Aeroflex's Form 8-K dated May 14, 2007, General Atlantic
and Francisco Partners have contested the Board's determination that
Veritas Capital is an "excluded party," and may claim to be entitled
to a $30 million fee from Aeroflex, plus the payment of General
Atlantic's and Francisco Partners' expenses up to $7.5 million, in the
event of a termination of the Merger Agreement by Aeroflex.
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
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 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 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,
http://www.aeroflex.com.
