Aeroflex Incorporated (Nasdaq: ARXX) announced today that it will
hold a special meeting of stockholders on Thursday, July 26, 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 Veritas Capital. Stockholders of record of Aeroflex as of
the close of business on Monday, June 4, 2007, will be entitled to
vote at the special meeting. The definitive proxy statement covering
this matter was mailed to Aeroflex's stockholders earlier this week.
Aeroflex currently expects to complete the merger by late July or
early August 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 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 has filed a
definitive proxy statement with the SEC. The definitive proxy
statement and a form of proxy was mailed to the stockholders of
Aeroflex earlier this week. 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, that were filed with
the SEC.