Aeroflex (NASDAQ:ARXX)
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From Jul 2019 to Jul 2024
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Stockholders of Aeroflex Incorporated (Nasdaq Symbol: ARXX) today
approved the previously announced acquisition of Aeroflex by affiliates
of or funds managed by The Veritas Capital Fund III, L.P., Golden Gate
Private Equity, Inc. and Goldman, Sachs & Co. Approximately 98% of
stockholders present and voting adopted the merger agreement under the
terms of which Aeroflex stockholders will be entitled to receive $14.50
per share at the time of closing. The number of shares voting to adopt
the merger agreement represents approximately 69% of the total number of
shares outstanding and entitled to vote.
In addition, the European Commission today issued its decision to clear
the merger.
Stockholder approval and clearance by the European Commission of the
merger satisfy conditions to the closing of the transaction. Aeroflex
expects to receive the remaining regulatory approvals to the merger by
the end of this month. In addition, the buyer is currently working to
complete its financing arrangements. The merger will not be consummated
until those financing arrangements are completed.
About Aeroflex
Aeroflex Incorporated is a global provider of high technology solutions
to the aerospace, defense 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
website: 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 satisfy any condition 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.