Aeroflex Incorporated Stockholders Approve Proposed Merger Agreement
26 Julio 2007 - 4:20PM
Business Wire
Stockholders of Aeroflex Incorporated (Nasdaq Symbol: ARXX) today
approved the previously announced acquisition of Aeroflex by
affiliates of or funds managed by The Veritas Capital Fund III,
L.P., Golden Gate Private Equity, Inc. and Goldman, Sachs & Co.
Approximately 98% of stockholders present and voting adopted the
merger agreement under the terms of which Aeroflex stockholders
will be entitled to receive $14.50 per share at the time of
closing. The number of shares voting to adopt the merger agreement
represents approximately 69% of the total number of shares
outstanding and entitled to vote. In addition, the European
Commission today issued its decision to clear the merger.
Stockholder approval and clearance by the European Commission of
the merger satisfy conditions to the closing of the transaction.
Aeroflex expects to receive the remaining regulatory approvals to
the merger by the end of this month. In addition, the buyer is
currently working to complete its financing arrangements. The
merger will not be consummated until those financing arrangements
are completed. About Aeroflex Aeroflex Incorporated is a global
provider of high technology solutions to the aerospace, defense 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 website: 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 satisfy any condition 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.
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