Aeroflex Announces Agreement to Be Acquired by Veritas Capital; Terminates Agreement with Affiliates of General Atlantic and Fra
25 Mayo 2007 - 1:34PM
Business Wire
Aeroflex Incorporated (Nasdaq: ARXX) announced today that, in light
of the superior proposal received from Veritas Capital of $14.50
per share in cash, it has terminated the merger agreement with
affiliates of General Atlantic and Francisco Partners and entered
into a new merger agreement with subsidiaries of Veritas in a
transaction valued at approximately $1.1 billion. As reported
yesterday, the special meeting of Aeroflex stockholders that had
been scheduled for May 30, 2007 to consider the merger agreement
with affiliates of General Atlantic and Francisco Partners will not
be held. A new special meeting of Aeroflex stockholders will be
called once Aeroflex has determined when it will be in a position
to mail to stockholders a new proxy statement concerning the
Veritas merger agreement. The Aeroflex Board of Directors has
specified June 4, 2007 as the record date for the purpose of
determining the stockholders who will be entitled to receive notice
of, and to vote at, the new special meeting. The closing of the
transaction with Veritas Capital is subject to the approval of
Aeroflex's stockholders and other customary conditions. Bear,
Stearns & Co. Inc. and Banc of America Securities LLC served as
Aeroflex�s financial advisors in connection with the transaction.
Skadden, Arps, Slate, Meagher & Flom LLP served as Aeroflex's
legal counsel. Veritas Capital, Golden Gate Capital and Goldman
Sachs are providing financing for the transaction. Schulte Roth
& Zabel LLP served as legal counsel to Veritas Capital.
Kirkland & Ellis LLP served as legal counsel to Golden Gate
Capital. Fried, Frank, Harris, Shriver & Jacobson LLP served as
legal counsel to Goldman Sachs. Aeroflex will file a Form 8-K with
the U.S. Securities and Exchange Commission (the �SEC�) with
further details concerning this transaction. 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 In
connection with the proposed merger, Aeroflex will prepare a proxy
statement to be filed with the SEC. When completed, a 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 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 at 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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