Aeroflex Receives Notice That Affiliates of General Atlantic and Francisco Partners Will Not Match the Veritas Capital Superior
24 Mayo 2007 - 6:50PM
Business Wire
Aeroflex Incorporated (Nasdaq: ARXX) announced today that it has
received a letter from an affiliate of General Atlantic and
Francisco Partners stating that General Atlantic and Francisco
Partners waive their rights under the merger agreement to submit a
revised proposal for the acquisition of Aeroflex. The affiliate of
General Atlantic and Francisco Partners further demanded payment of
a fee and expenses in accordance with the merger agreement.
Aeroflex will not reach a determination on whether to terminate the
merger agreement with affiliates of General Atlantic and Francisco
Partners until its Board of Directors meets on Friday, May 25,
2007. Aeroflex's special meeting of stockholders will not be held
on May 30, 2007. If Aeroflex's Board of Directors determines to
enter into an agreement with respect to the superior proposal
received from Veritas Capital, the time of the new special meeting
will be set in the near future. 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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