Aeroflex Sets Special Meeting Date for Adoption of Merger Agreement
June 28 2007 - 5:19PM
Business Wire
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.
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