Aeroflex Declares Veritas Proposal Superior; Gives Notice That It is Prepared to Terminate the Merger Agreement with Affiliates
22 Mayo 2007 - 3:14PM
Business Wire
Aeroflex Incorporated (Nasdaq: ARXX) announced today that its Board
of Directors has determined, in accordance with the terms of the
merger agreement with affiliates of General Atlantic and Francisco
Partners, that the revised proposal received from Veritas Capital,
pursuant to which Aeroflex's stockholders would receive $14.50 per
share in cash, constitutes a superior proposal. In making this
determination, the Board was assisted by Bear, Stearns & Co.
Inc. and Banc of America Securities LLC, its financial advisors,
and by Skadden, Arps, Slate, Meagher & Flom LLP, its outside
legal counsel. The Board today has given written notice to an
affiliate of General Atlantic and Francisco Partners that it is
prepared to terminate the merger agreement to enter into an
agreement with respect to the superior proposal received from
Veritas Capital. As a result, Aeroflex will be entitled to
terminate the merger agreement if such affiliate of General
Atlantic and Francisco Partners does not make, within three
business days following the receipt of such notice, a binding,
written and complete proposal that would cause the proposal
received from Veritas Capital to no longer constitute a superior
proposal. In the event of a termination of the merger agreement by
Aeroflex, General Atlantic and Francisco Partners will be entitled
to a $15 million fee from Aeroflex, plus the payment of General
Atlantic's and Francisco Partners' expenses up to $7.5 million. As
discussed in Aeroflex's Form 8-K dated May 14, 2007, General
Atlantic and Francisco Partners have contested the Board's
determination that Veritas Capital is an "excluded party," and may
claim to be entitled to a $30 million fee from Aeroflex, plus the
payment of General Atlantic's and Francisco Partners' expenses up
to $7.5 million, in the event of a termination of the Merger
Agreement by Aeroflex. 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 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 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
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, http://www.aeroflex.com.
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