Aeroflex Receives Revised Acquisition Proposal from Veritas Capital; General Atlantic and Francisco Partners Merger Agreement Re
May 21 2007 - 10:00AM
Business Wire
Aeroflex Incorporated (Nasdaq: ARXX) announced today that it has
received from Veritas Capital a revised non-binding proposal for
the acquisition of Aeroflex in which Aeroflex's stockholders would
receive $14.50 per share in cash and option holders would be cashed
out at the excess of $14.50 and the option exercise price. The
revised proposal is not subject to any further due diligence by
Veritas but is subject to termination of Aeroflex's merger
agreement with affiliates of General Atlantic and Francisco
Partners and execution of a definitive merger agreement, which
would include various conditions to consummation of the
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 agreement or a
consummated transaction. This proposal modifies the original
Veritas Capital proposal, under which Aeroflex's stockholders would
have received $14.00 per share as a dividend and retained in the
aggregate 21.2% of the fully diluted common equity in a
significantly leveraged Aeroflex. Aeroflex's Board of Directors
plans to meet to consider the revised proposal from Veritas Capital
in the near future. Aeroflex stressed that the merger agreement
with affiliates of General Atlantic and Francisco Partners remains
in effect. Until such time as Aeroflex's Board of Directors meets
to consider the proposal from Veritas Capital and decides
otherwise, Aeroflex�s Board of Directors has not changed its
recommendation regarding the proposed merger with an affiliate of
General Atlantic and Francisco Partners. 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 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 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
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.
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