Aeroflex (NASDAQ:ARXX)
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From Sep 2019 to Sep 2024
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.