Aeroflex (NASDAQ:ARXX)
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Aeroflex Incorporated (Nasdaq: ARXX) announced today that it will hold a
special meeting of stockholders on Wednesday, May 30, 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 General Atlantic
and Francisco Partners. Stockholders of record of Aeroflex as of the
close of business on Monday, April 23, 2007, will be entitled to vote at
the special meeting. Aeroflex currently expects that the definitive
proxy statement will be mailed to Aeroflex’s
stockholders on or about April 28, 2007.
On April 11, 2007, the U.S. Federal Trade Commission granted early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in connection with the proposed
merger.
Aeroflex currently expects to complete the merger in the late spring or
early summer of 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 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 file a definitive
proxy statement with the SEC. The 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, 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, when filed with the SEC.