Aeroflex (NASDAQ:ARXX)
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Aeroflex Incorporated (Nasdaq: ARXX) announced today that it has entered
into an agreement to be acquired by General Atlantic and Francisco
Partners in a transaction valued at approximately $1.0 billion. Aeroflex
stockholders would receive $13.50 per share in cash, which represents a
22.6% premium over the closing share price on March 2, 2007.
“Following an extensive review of the proposed
transaction, our Board unanimously concluded that the offer from General
Atlantic and Francisco Partners is in the best interests of Aeroflex’s
stockholders, employees and customers,”
commented Len Borow, Aeroflex’s President and
Chief Operating Officer. “We believe that the
transaction price provides stockholders with significant value.
Furthermore, the long-term capital, expertise and resources that General
Atlantic and Francisco Partners bring will enhance the successful
implementation of our strategic plans and continued support of our
customers’ objectives,”
Mr. Borow added.
“We are pleased to be partnering with
Aeroflex, a global provider of high technology test, measurement and
microelectronic products with deep expertise in dynamic, complex
industries,” said Philip Trahanas, Managing
Director at General Atlantic. “We look
forward to working closely with the Aeroflex management team to build on
the Company’s leadership position and
successful track record of delivering on the evolving demands of its
diverse customer base.”
“We are excited about the opportunity to work
with Aeroflex," commented Dipanjan Deb, Co-founder and Managing Partner
of Francisco Partners. “Aeroflex is an
industry leader with a strong platform and a track record of delivering
innovative products and quality service to its customers. We are
committed to working with the Company and the management team to help
further its vision and execute on the long-term strategy for the
business.”
The agreement contains a provision under which Aeroflex may solicit
alternative proposals from third parties through April 18, 2007. If the
Company accepts a superior proposal, a break-up fee would be payable by
the Company. There can be no assurance that any superior proposal will
be forthcoming. Aeroflex does not expect to disclose developments with
respect to this solicitation process unless and until its Board of
Directors has made a decision.
The closing of the transaction is subject to the approval of the
Aeroflex stockholders and other customary conditions.
Bear, Stearns & Co. Inc. served as Aeroflex’s
financial advisor in connection with the transaction. Banc of America
Securities LLC was also retained to provide certain additional financial
advisory services to the Aeroflex Board in connection with the
transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as the
Company's legal counsel.
JP Morgan and Lehman Brothers Inc. are providing financing for the
transaction. JP Morgan, Lehman Brothers Inc. and Deutsche Bank
Securities Inc. acted as financial advisors for General Atlantic and
Francisco Partners. Paul, Weiss, Rifkind, Wharton & Garrison LLP served
as legal counsel to General Atlantic and Francisco Partners.
Aeroflex will file a Form 8-K with the U.S. Securities and Exchange
Commission (the "SEC") with further details concerning this transaction.
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 .
About General Atlantic
General Atlantic LLC is a leading global private equity firm providing
capital for growth companies driven by information technology or
intellectual property. The firm was founded in 1980 and has
approximately $12 billion of capital under management. General Atlantic
has invested in over 160 companies, with current holdings in 50
portfolio companies of which about one-half are based outside the United
States. The firm is distinguished within the investment community by its
global strategy and worldwide presence, its commitment to provide
sustained value-added assistance for its portfolio companies and its
long-term approach. General Atlantic has over 70 global investment
professionals among its 150 employees worldwide with offices in
Greenwich, New York, Palo Alto, London, Düsseldorf,
Hong Kong and Mumbai.
General Atlantic’s notable recent investments
include Lenovo, NYSE Group, NYMEX, Computershare, Genpact, Emdeon
Business Services, Digital China, Net1 PowerDsine, SRA International,
Amax, Vimicro, and Xchanging. For further information and a listing of GA’s
public and private portfolio companies, see www.generalatlantic.com.
About Francisco Partners
With approximately $5 billion of committed capital, Francisco Partners
is one of the world’s largest
technology-focused private equity funds. The firm was founded to pursue
structured investments in technology companies and targets investments
in private companies, public companies, and divisions of public
companies, with transaction values ranging from $30 million to $2.0
billion. The principals of Francisco Partners have a proven track
record, having invested in more than 50 technology companies.
Successful past semiconductor and hardware investments executed by the
principals of Francisco Partners include, among others, AMI
Semiconductor, Alcatel’s Mixed Signal
Business, SMART Modular, Ultra Clean Technology, ON Semiconductor,
GlobeSpan, C-MAC Microtechnology, and MagnaChip Semiconductor. For
additional information, visit www.franciscopartners.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 transactions described 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 prepare a proxy
statement to be filed with the SEC. When completed, a 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,
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.