Aeroflex (NASDAQ:ARXX)
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Aeroflex Incorporated (Nasdaq: ARXX) announced today that, in light of
the superior proposal received from Veritas Capital of $14.50 per share
in cash, it has terminated the merger agreement with affiliates of
General Atlantic and Francisco Partners and entered into a new merger
agreement with subsidiaries of Veritas in a transaction valued at
approximately $1.1 billion.
As reported yesterday, the special meeting of Aeroflex stockholders that
had been scheduled for May 30, 2007 to consider the merger agreement
with affiliates of General Atlantic and Francisco Partners will not be
held. A new special meeting of Aeroflex stockholders will be called once
Aeroflex has determined when it will be in a position to mail to
stockholders a new proxy statement concerning the Veritas merger
agreement. The Aeroflex Board of Directors has specified June 4, 2007 as
the record date for the purpose of determining the stockholders who will
be entitled to receive notice of, and to vote at, the new special
meeting.
The closing of the transaction with Veritas Capital is subject to the
approval of Aeroflex's stockholders and other customary conditions.
Bear, Stearns & Co. Inc. and Banc of America Securities LLC served as
Aeroflex’s financial advisors in connection
with the transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as
Aeroflex's legal counsel.
Veritas Capital, Golden Gate Capital and Goldman Sachs are providing
financing for the transaction. Schulte Roth & Zabel LLP served as legal
counsel to Veritas Capital. Kirkland & Ellis LLP served as legal counsel
to Golden Gate Capital. Fried, Frank, Harris, Shriver & Jacobson LLP
served as legal counsel to Goldman Sachs.
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 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 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 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 the 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 at 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.