Aeroflex Sets Special Meeting Date for Adoption of Merger Agreement with General Atlantic and Francisco Partners
12 Abril 2007 - 3:41PM
Business Wire
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.
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