Aeroflex Incorporated Receives New Conditional Acquisition Proposal; General Atlantic and Francisco Partners Merger Agreement Re
April 19 2007 - 4:05PM
Business Wire
Aeroflex Incorporated (Nasdaq: ARXX) announced today that it has
received from Veritas Capital a non-binding proposal, subject to
due diligence and other conditions, for a leveraged
recapitalization of Aeroflex in which Aeroflex's stockholders would
receive a cash dividend of $14 per share and retain in the
aggregate 21.2% of the fully diluted common equity in a
significantly leveraged Aeroflex. Under the proposal, Veritas
Capital and co-investors to be identified would acquire convertible
preferred stock of Aeroflex, which on an as converted fully diluted
basis would represent 78.8% of Aeroflex�s common stock, and the
proceeds from the issuance of the convertible preferred stock and
other proposed debt and equity financing would be used to fund
payment of the cash dividend. The proposed transaction also
contemplates various conditions to consummation of a definitive
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 proposal, a definitive
agreement or a consummated transaction. Aeroflex�s Board of
Directors, after consultation with its outside counsel and
independent financial advisors, has determined in good faith and in
its reasonable judgment, in accordance with Aeroflex�s merger
agreement with affiliates of General Atlantic and Francisco
Partners, that the proposed leveraged recapitalization is a bona
fide acquisition proposal that constitutes or could reasonably be
expected to lead to a "superior proposal" (as that term is defined
in the merger agreement) that is reasonably capable of being
consummated and that accordingly Veritas Capital is an "excluded
party" (as that term is defined in the merger agreement). Aeroflex
intends to continue to have discussions and participate in
negotiations with respect to the leveraged recapitalization
proposal. In the opinion of Aeroflex, in the event that Aeroflex
were to terminate the merger agreement to permit it to enter into a
transaction agreement with Veritas Capital, it would be required to
pay to an affiliate of General Atlantic and Francisco Partners up
to $22.5 million as a break-up fee and reimbursement of expenses.
General Atlantic and Francisco Partners have informed Aeroflex that
they disagree with the conclusion of Aeroflex�s Board of Directors
that the non-binding proposal results in Veritas Capital or any
additional co-investors being deemed an excluded party. General
Atlantic and Francisco Partners also have informed Aeroflex that
they disagree with the Aeroflex Board's determination that the
non-binding proposal from Veritas Capital could reasonably be
expected to lead to a superior proposal because, among other
things, the equity financing necessary to complete the proposed
transaction has not been fully committed. In the event that Veritas
Capital is determined not to be an excluded party, the break-up fee
and expense reimbursement payable to General Atlantic and Francisco
Partners in the event that Aeroflex were to terminate the merger
agreement to permit it to enter into a transaction agreement with
Veritas Capital would instead be an amount up to $37.5 million.
Aeroflex stressed that the merger agreement with affiliates of
General Atlantic and Francisco Partners remains in effect, does not
contain any financing or due diligence conditions and that those
affiliates would have the right under the merger agreement to be
advised of the proposed terms of any alternative acquisition
proposal and an opportunity to propose to Aeroflex improvements to
the terms of the merger agreement before Aeroflex would be
permitted to terminate the merger agreement to permit it to enter
into a transaction agreement providing for an alternative
acquisition proposal. Aeroflex�s Board of Directors has not changed
its recommendation regarding the proposed merger with an affiliate
of General Atlantic and Francisco Partners and expects to mail the
proxy materials relating to the proposed merger by the end of next
week for consideration at Aeroflex�s previously announced special
meeting of stockholders scheduled for May 30, 2007. 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 In
connection with the proposed merger, Aeroflex will file a
definitive proxy statement with the SEC. The 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,
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, when filed with the SEC.
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