ATNY Api Technologies Corp.

NOTICE ABOUT INFORMATION CONTAINED IN THIS INFORMATION STATEMENT

You should assume that the information in this information statement or any supplement is accurate only as of the date on the front page of this information statement. Our business, financial condition, results of operations and prospects may have changed since that date and may change again.

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PRELIMINARY INFORMATION STATEMENT – SUBJECT TO COMPLETION

FORWARD-LOOKING STATEMENTS

This information statement and the documents to which we refer in this information statement contain statements that are not historical facts and that constitute “forward-looking statements” within the meaning of such term under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. These forward-looking statements include statements regarding our business outlook, the demand for the products and services, the expected completion and timing of the merger and other information relating to the merger and all other statements in this information statement other than recitation of historical facts. Words such as “will,” “intends,” “expects,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” “targets” or similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this information statement are subject to risks and uncertainties that could cause actual results or events to differ from such statements, including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the failure to receive, on a timely basis or otherwise, the required approvals by government or regulatory agencies; and the risk that a closing condition to the proposed merger may not be satisfied, and that the merger may not be consummated, in a timely manner or at all. For additional information, please see Item 1A of Part I of our Annual Report on Form 10-K for the year ended November 30, 2015, which we refer to as our Annual Report, entitled “Risk Factors” and in other sections of our Annual Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Actual results may differ materially from those contained in the forward-looking statements in this information statement. Any forward-looking statements are based on information currently available to us and we assume no obligation to update these statements as circumstances change, except as required by law. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

SUMMARY

This summary highlights selected information from this information statement, which we refer to as the information statement, and may not contain all of the information that is important to you. To understand the merger, which we refer to as the merger, contemplated by the Agreement and Plan of Merger, which we refer to as the merger agreement, dated as of February 28, 2016, by and among RF1 Holding Company, which we refer to as Parent, RF Acquisition Sub, Inc., a wholly owned subsidiary of Parent, which we refer to as Merger Sub, and API fully, and for a more complete description of the legal terms of the merger, you should carefully read this entire information statement, the annexes attached to this information statement and the documents referred to or incorporated by reference in this information statement. In this information statement, the terms “API,” “Company,” “we,” “us” and “our” refer to API Technologies Corp.

The Parties to the Merger Agreement

The Company

API Technologies Corp. is a leading provider of high performance Radio Frequency (RF), microwave, microelectronic, power, and security solutions. We offer one of the most comprehensive selections of RF, microwave, millimeterwave and microelectronics products in the industry, ranging from components to complete system solutions. We operate through our three business segments—Systems, Subsystems & Components, Electronic Manufacturing Services and Secure Systems & Information Assurance.

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Our primary end markets are defense, high- reliability commercial and industrial, and non-defense government. Our products may be found in a variety of applications including commercial aircraft systems, mobile and wireless systems, radar and imaging systems, missile systems, unmanned systems, spectrum defense technology, commercial and military satellites, space vehicles, medical devices, and oil and gas industrial systems.

We sell our products through direct sales force and applications engineering staff, a network of independent sales representatives, and distributors, as well as through our web site.

We currently have business offices throughout North America, the U.K., and Germany. Our executive corporate office is located at 4705 S. Apopka Vineland Rd. Suite 210, Orlando, FL 32819, and our telephone number at that location is (407) 876-0279.

Our website address is www.apitech.com. In our website’s “Investor Relations” section, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act as well as proxy statements, as soon as reasonably practicable after we file electronically such material with, or furnish it to, the Securities and Exchange Commission, which we refer to as the SEC. The content on our website is available for information purposes only and is not incorporated in this information statement by reference. Our common stock trades on the NASDAQ Capital Market, which we refer to as NASDAQ, under the symbol “ATNY.”

Parent

RF1 Holding Company is a Delaware corporation that is controlled by JFL Equity Investors IV, L.P., which we refer to as JFL Fund IV, an investment fund affiliated with J.F. Lehman & Company, which we refer to as JFL. Parent’s sole purpose is to enter into the merger agreement and to complete the merger with the Company. Parent has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in connection with the merger and the other transactions contemplated by the merger agreement.

The mailing address of Parent’s principal executive offices is c/o J.F. Lehman & Company, 110 East 59th Street, 27th Floor, New York, New York 10022, and its telephone number is (212) 634-0100.

Merger Sub

RF Acquisition Sub, Inc. is a Delaware corporation formed for the sole purpose of completing the merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent. Merger Sub has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in connection with the merger and the other transactions contemplated by the merger agreement. Upon consummation of the proposed merger, Merger Sub will merge with and into the Company, Merger Sub will cease to exist and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent, under the name “API Technologies Corp.”

The mailing address of Merger Sub’s principal executive offices is c/o J.F. Lehman & Company, 110 East 59th Street, 27th Floor, New York, New York 10022, and its telephone number is (212) 634-0100.

The Merger

On February 28, 2016, the Company entered into the merger agreement with Parent and Merger Sub. Upon the terms and subject to the conditions provided in the merger agreement, and in accordance with the Delaware General Corporation Law, which we refer to as the DGCL, at the effective time of the merger, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. Because the merger consideration (as defined below) will be paid in cash, you will not have the right to receive any equity interest in Parent, and after the effective time of the merger you will have no equity interest in the Company.

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The Merger Consideration

Upon consummation of the merger, each share of common stock of the Company, par value $0.001 per share, which we refer to as the common stock, issued and outstanding immediately prior to the consummation of the merger (other than as described in the merger agreement), will automatically be converted into the right to receive $2.00 per share in cash, without interest and subject to any required withholding taxes, which we refer to as the merger consideration.

The merger agreement provides that upon consummation of the merger, special voting stock, par value $0.001 per share of the Company, which we refer to as the API voting stock, will be cancelled and extinguished without any conversion thereof or consideration paid therefor.

After the merger is completed, you will have the right to receive the merger consideration but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights in compliance with the requirements of Section 262 of the DGCL will have the right to seek an appraisal for and receive payment of the “fair value” of their shares as determined by the Court of Chancery of the State of Delaware instead of receiving the merger consideration, as described below under the section of this information statement captioned “The Merger—Appraisal Rights”). To the extent that any shares of API voting stock remain outstanding at closing, such shares shall also have appraisal rights.

We encourage you to read the merger agreement, which is attached as Annex A to this information statement, as it is the legal document that governs the merger.

Reasons for the Merger

After consideration of various factors as discussed in “The Merger — Reasons for the Merger”, our board of directors has unanimously (1) determined that the merger is in the best interests of, and fair to, the Company and its stockholders, and declared it advisable, to enter into the merger agreement and consummate the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved the execution and delivery of the merger agreement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and conditions set forth herein; (3) declared the advisability of the merger agreement; and (4)  resolved to recommend that the Company’s stockholders adopt the merger agreement and approve the merger in accordance with the DGCL.

Required Stockholder Approval for the Merger

The adoption of the merger agreement by the stockholders of the Company required the (1) affirmative vote of a majority of the voting power of the outstanding shares of capital stock entitled to vote thereon or (2) written consent in favor of adopting the merger agreement of the majority of the holders who would have constituted the minimum number of votes necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and voting. The merger agreement and the transactions contemplated thereby, including the merger, were authorized, accepted, adopted and approved by stockholders constituting the requisite stockholder approval, which we refer to as the written consent, in accordance with the DGCL and our charter on February 29, 2016. As a result, no further action by any stockholder of the Company is required under applicable law, our charter or the merger agreement to approve the merger and adopt the merger agreement or complete the transactions contemplated thereby and the Company will not be (1) soliciting your vote for the approval of the merger and the adoption of the merger agreement or (2) calling a stockholders meeting for purposes of voting on the approval of the merger and the adoption of the merger agreement.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Section 228 of the DGCL requires notice of the action to those stockholders who were entitled to vote thereon and did not consent. This information statement and the notice attached hereto as Annex D constitute notice to you of action by written consent as required by the DGCL.

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Opinion of Financial Advisor

In October 2012, we retained Jefferies LLC, which we refer to as Jefferies, to act as our financial advisor in connection with a possible sale, disposition or other business transaction involving API. In connection with this engagement, our board of directors requested that Jefferies evaluate the fairness, from a financial point of view, to the holders of common stock (other than the major stockholders (as defined below under the caption “Questions and Answers About the Merger”), API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) of the merger consideration of $2.00 per share of common stock in cash. The oral opinion of Jefferies was delivered on February 28, 2016, subsequently confirmed by delivery of a written opinion dated February 28, 2016, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth therein, the merger consideration of $2.00 per share of common stock in cash to be received by holders of shares of common stock (other than the major stockholders, API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption, “The Merger – Opinion of Financial Advisor.”

The full text of the written opinion of Jefferies, dated as of February 28, 2016, is attached hereto as Annex C. Jefferies’ opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. We encourage you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was directed to our board of directors (in its capacity as such) and addresses only the fairness, from a financial point of view, of the merger consideration of $2.00 per share of common stock in cash to be received by holders of common stock (other than the major stockholders, API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) pursuant to the merger agreement as of the date of the opinion. It does not address any other aspects of the merger and does not constitute a recommendation as to how any holder of common stock should vote or act with respect to the merger or any matter related thereto. The summary of the opinion of Jefferies set forth in the section of this information statement captioned “The Merger – Opinion of Financial Advisor” is qualified in its entirety by reference to the full text of the opinion.

The Merger Agreement

Conditions to the Closing of the Merger

The obligations of Parent and Merger Sub, on the one hand, and the Company, on the other hand, to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

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In addition, the obligations of Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

In addition, the obligation of the Company to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

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No Solicitation of Other Offers

From the date of the merger agreement until the earlier to occur of the termination of the merger agreement and the effective time of the merger, the Company has agreed not to, and to cause its subsidiaries and its and their respective representatives not to, directly or indirectly:

In addition, the Company agreed to terminate the access of any person who conducted discussions or negotiations with the Company or its subsidiaries prior to the date of the merger agreement to any data room containing the Company’s confidential information, and, following the execution of the merger agreement, will use reasonable best efforts to request the return from all such persons or the destruction by such persons of all copies of confidential information previously provided to such persons by the Company, its subsidiaries or representatives.

Termination of the Merger Agreement

Following the adoption of the merger agreement by the stockholders, the merger agreement may be terminated at any time prior to the effective time of the merger in the following ways:

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Termination Fee

If the merger agreement is terminated in specified circumstances, the Company has agreed to pay Parent a termination fee of $3.5 million. Parent will be entitled to receive the termination fee from the Company if the merger agreement is terminated:

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If the merger agreement is terminated in specified circumstances, Parent has agreed to pay the Company a termination fee of $5 million. The Company will be entitled to receive the termination fee from Parent if the merger agreement is terminated:

Interests of Directors and Executive Officers in the Merger

You should be aware that the Company’s executive officers and directors have interests in the merger that may be different from, or in addition to, the interests of the stockholders of the Company generally. The board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement. These interests are described below in “The Merger — Interests of Directors and Executive Officers in the Merger.”

Appraisal Rights

If the merger is consummated, stockholders who do not vote in favor of the merger agreement and who properly perfect appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of shares of capital stock are entitled to have their shares appraised by the Court of Chancery of the State of Delaware and to receive payment in cash of the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Court, so long as they comply with the procedures established by Section 262 of the DGCL. To the extent that any shares of API voting stock remain outstanding at closing, such shares shall also have appraisal rights. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must (1) deliver to the Company a written demand for appraisal within 20 days after the date of mailing of this information statement; (2) not have submitted a written consent or otherwise voted in favor of the proposal to adopt the merger agreement; and (3) continue to hold your shares of stock of record through the effective time of the merger. Your failure to follow exactly the procedures specified under the

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DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this information statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex E to this information statement. If you hold your shares through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

U.S. Federal Income Tax Consequences of the Merger

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s shares of common stock in the Merger generally will result in the recognition of gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the merger and such U.S. Holder’s adjusted tax basis in the shares of common stock surrendered in the merger.

A Non-U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States.

For more information, see the section of this information statement captioned “The Merger — U.S. Federal Income Tax Consequences of the Merger”. Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Matters Related to the Merger

Under the HSR Act and the rules and regulations promulgated thereunder, the merger may not be consummated until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the earlier termination of that waiting period. If the Antitrust Division of the U.S. Department of Justice, which we refer to as the DOJ, or the Federal Trade Commission, which we refer to as the FTC, issues a Request for Additional Information and Documentary Material, which we refer to as a second request, prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the second request, unless the waiting period is terminated earlier. Each of the Company and Parent has agreed to file a notification and report form with the DOJ and FTC within ten business days of the execution of the merger agreement.

At any time before or after the merger is completed, either the DOJ, the FTC or U.S. state attorneys general could take action under the antitrust laws in opposition to the merger, including seeking to enjoin completion of the merger, condition completion of the merger upon the divestiture of assets of the Company, Parent or their subsidiaries or impose restrictions on Parent’s post-merger operations. Private parties may also seek to take legal action under the antitrust laws under some circumstances.

The parties to the merger agreement have agreed to take certain actions in order to obtain the regulatory clearances required to consummate the merger, including committing to restrictions on the activities of either party, and contesting and defending any legal proceedings challenging the merger. However, neither party has agreed to commit to any sales, divesture, or licensure of any interests, assets, rights, products, or businesses, and neither party will be required to take any action reasonably expected to have a material and adverse impact on the reasonably expected benefits of the merger.

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Payment of Merger Consideration

Prior to the closing of the merger, Parent will designate a bank or trust company reasonably satisfactory to API, which we refer to as the payment agent, to make payments of the merger consideration to stockholders. At or prior to the effective time of the merger, Parent will deposit or cause to be deposited with the payment agent cash sufficient to pay the aggregate per share merger consideration to stockholders.

Promptly following the effective time of the merger, the payment agent will send to each holder of record of shares of common stock a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the per share merger consideration. Upon receipt of (1) surrendered certificates (or affidavits of loss in lieu thereof) or book-entry shares representing the shares of common stock and (2) a signed letter of transmittal and such other documents as may be required pursuant to such instructions, the holder of such shares will be entitled to receive the per share merger consideration in exchange therefor. The amount of any per share merger consideration paid to the stockholders may be reduced by any applicable withholding taxes.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. In the event any certificates have been lost, stolen or destroyed, then before such stockholder will be entitled to receive the merger consideration, such stockholder will have to make an affidavit of the loss, theft or destruction, and if required by Parent or the payment agent, deliver a bond in such amount as Parent or the payment agent may direct as indemnity against any claim that may be made against it with respect to such certificate.

Payment to stockholders who hold their shares in “street name” will be made through your bank, broker or nominee, as applicable.

At or prior to the closing, Parent will deposit with API the aggregate amount of consideration payable to holders of Company restricted stock units, which we refer to as RSUs, and options to purchase shares of common stock, which we refer to as options. Payment of such consideration (less any applicable withholding taxes) will be made to holders of RSUs and options on the first regularly scheduled payroll date of the surviving corporation after the effective time of the merger.

Specific Performance

Parent, Merger Sub and the Company are entitled to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the merger agreement and to enforce the terms of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity.

Notwithstanding anything to the contrary, the right of the Company to an injunction, specific performance and other equitable relief in connection with enforcing Parent’s obligation to cause the equity financing to be funded and to consummate the merger will be subject to the requirements that (1) all the required conditions to the closing of the merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing of the merger, each of which is capable of being satisfied at the closing of the merger); (2) the debt financing has been funded or the financing sources have confirmed in writing that it will be funded at the closing of the merger; (3) Parent and Merger Sub fail to consummate the merger within 10 business days after the satisfaction or waiver of all required conditions to the closing of the merger; and (4) the Company has irrevocably confirmed in writing to Parent that if specific performance is granted and the debt and equity financing are funded, then it will take such actions that are required of it by the merger agreement to cause the closing of the merger to occur.

In no event will the Company be entitled to enforce or seek to enforce specifically Parent’s obligation to cause the equity financing to be funded or to consummate the merger if the debt financing has not been funded (or will not be funded at the closing of the merger). In no event shall the Company be entitled to a remedy of specific

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performance or other equitable remedies against any financing source. In no event shall the exercise of the Company’s right to seek specific performance or other equitable remedy prior to a valid termination of the merger agreement limit the Company’s right, in the event the Company is unable for any reason to obtain specific performance, to terminate the merger agreement and to require payment by Parent of the $5 million termination fee, if entitled to payment.

Under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that causes the merger to be consummated and results in the closing of the merger and payment by Parent of the $5 million termination fee. Moreover, in no event shall the Company be entitled to specifically enforce the terms of the merger agreement other than solely under the specific circumstances and as specifically set forth in the merger agreement.

In the event that specific performance or another equitable remedy is available to the Company, it shall be the Company’s primary remedy with respect to breaches by Parent or Merger Sub of the obligation to cause the equity financing to be funded and to consummate the merger.

If a court of competent jurisdiction has declined to specifically enforce the obligations of Parent or Merger Sub to consummate the merger pursuant to a claim for specific performance, the Company may terminate the merger agreement and require Parent pay the $5 million termination fee, if the Company is entitled to payment.

If, prior to the termination date, the Company, Parent or Merger Sub initiates a legal proceeding to prevent breaches (or threatened breaches) of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, the termination date will automatically be extended by the amount of time during which such legal proceeding is pending plus twenty business days or such other time period established by the court presiding over the legal proceeding.

Litigation Related to the Merger

In connection with the merger, two purported class action complaints have been filed on behalf of the stockholders against members of the board of directors, JFL, Parent and Merger Sub in the Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida. The first complaint is captioned Smith v. API Technologies Corp. et al . The second complaint is captioned Marcus v. API Technologies Corp. et al . The complaints generally allege that the board of directors breached its fiduciary duties to the stockholders by means of an allegedly unfair process and price in entering into the proposed merger. The complaints also generally assert that the Company, JFL and Parent aided and abetted the board of directors’ breach of its fiduciary duties. The lawsuits seek, among other things, to enjoin the consummation of the merger, rescission of the merger agreement (to the extent the merger has already been consummated), damages, and attorneys’ fees and costs.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The information provided in question-and-answer format below is for your convenience and is merely a summary of certain information contained in this information statement. This summary may not contain all of the information that is important to you. You should read carefully the documents attached to and those referenced in this information statement, including the merger agreement attached as Annex A, the written consent attached as Annex B and the opinion of Jefferies attached as Annex C.

Q. Why did I receive this information statement?

A. Applicable requirements of Delaware law and the federal securities laws require us to provide you with information regarding the written consent, as well as other information regarding the merger. As explained more fully elsewhere in this information statement, because (1) our board of directors has approved the entry into the merger agreement; and (2) the merger agreement and transactions contemplated thereby, including the merger, have been adopted and approved by Steel Excel Inc. and Vintage Albany Acquisition LLC, which we refer to as the major stockholders, acting by written consent in lieu of a meeting pursuant to Section 228 and Section 251 of the DGCL and as authorized by the charter and the bylaws of the Company, your consent to the merger will not be required and is not requested. Nevertheless, this information statement contains important information about the merger. Please refer to the section of this Information Statement captioned “The Merger — Board Approval and Vote Required.”

Q. What is the proposed transaction?

A. The proposed transaction is the merger of the Company with and into Merger Sub, as a result of which (1) our stockholders will receive $2.00 per share of common stock in cash, without interest and subject to any required withholding taxes; (2) the Company will become a wholly owned subsidiary of Parent; and (3) the common stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, our common stock will be deregistered under the Exchange Act and we will no longer file periodic reports with the SEC. Please refer to the section of this information statement captioned “The Merger.”

Q. Why am I not being asked to vote on the merger?

A. Under the merger agreement and applicable Delaware law, the adoption of the merger agreement by the stockholders of the Company required the (1) affirmative vote of a majority of the voting power of the outstanding shares of capital stock entitled to vote thereon or (2) written consent in favor of adopting the merger agreement of the majority of holders who would have been entitled to cast the minimum number of votes necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and voting. The major stockholders, who currently beneficially own, directly or indirectly, in the aggregate, more than a majority of voting power of outstanding shares of capital stock, have executed a written consent, dated as of February 29, 2016, authorizing, accepting, adopting and approving the merger agreement and the transaction contemplated thereby, including the merger, which written consent is attached hereto as Annex B. As a result, no other vote or consent of our stockholders will be required or requested and the Company will not call a stockholders meeting for purposes of voting on the approval of the merger and the adoption of the merger agreement. We are not asking you for a proxy, and you are requested not to send us a proxy . Please refer to the section of this information statement captioned “The Merger — Board Approval and Vote Required.”

Q. What does our board of directors recommend?

A. The board of directors has unanimously determined that the merger is in the best interests of the Company and its stockholders and approved the execution and delivery of the merger agreement by the Company. The board of directors further resolved to recommend that the stockholders adopt the merger agreement and approve the merger in accordance with the DGCL, which approval was received upon delivery of the written consent by the major stockholders on February 29, 2016.

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Please refer to the section of this information statement captioned “The Merger — Reasons for the Merger.”

Q. What are “Exchangeable Shares?”

A. In connection with the Plan of Arrangement that occurred on November 6, 2006, which we refer to as the plan of arrangement, the Company was obligated to issue 2,354,505 shares of either common stock or exchangeable shares, which we refer to as exchangeable shares, of API Nanotronic Sub, Inc., which we refer to as API Nanotronics Sub, in exchange for the API Electronics Group Corp. common shares previously outstanding. As of February 28, 2016, API was obligated to issue approximately 63,886 shares of its common stock under the plan of arrangement either directly for common stock or in exchange for exchangeable shares not held by API or its affiliates. As of February 28, 2016, there were 22,617 exchangeable shares outstanding (excluding exchangeable shares held by the Company).

To facilitate the voting rights of the exchangeable shares, on November 6, 2006, API amended its charter to allow it to issue one special voting share, which was issued to a trustee and allows the trustee to have at any meeting of stockholders of API the number of votes equal to the number of exchangeable shares not held by API or its subsidiaries. The trustee is charged with obtaining the direction of the holders of the exchangeable shares on how to vote at meetings of the API stockholders.

Exchangeable shares are designed to have the same economic rights as common stock, and are exchangeable on a one-for-one basis into, common stock. However, exchangeable shares are issued by API Nanotronics Sub, and not the Company. They are convertible into shares of common stock at any time at the option of the holder, and API may force the conversion of the exchangeable shares into shares of common stock on the tenth anniversary of the date of the plan of arrangement or sooner on the occurrence of certain events. The merger agreement provides that API will use its reasonable best efforts to take all actions necessary to cause the exchange of the exchangeable stock for common stock pursuant to, among other things, the charter, prior to the effective time of the merger. Holders of exchangeable shares will, upon completion of the procedures required to exchange their shares, have the right to receive the merger consideration represented by the common stock exchangeable for their exchangeable shares.

Q. What will I receive for my shares of common stock or my exchangeable shares if the merger is completed?

A. Upon completion of the merger, each stockholder will be entitled to receive $2.00 per share in cash, without interest and subject to any required withholding taxes (other than as described in the merger agreement). Provided that you have not properly exercised appraisal rights, following the completion of the merger, upon the surrender of your share certificates or, in the case of uncertificated shares, delivery of an “agent’s message,” you will receive an amount in cash equal to the product obtained by multiplying $2.00 by the number of shares represented by the certificates that you surrender or in an agent’s message, without interest and subject to any required withholding taxes. For example, if you own 100 shares of common stock, you will receive $200 in cash in exchange for your shares of common stock. You will not own shares in the surviving corporation.

Holders of exchangeable shares should refer to the exchange procedures which will be provided by Equity Transfer & Trust Company, the trustee, for instructions regarding the exchange of their exchangeable shares. Following completion of the exchange procedures and the exchange of common stock for their exchangeable shares, the holders of exchangeable shares will receive an amount in cash equal to the product obtained by multiplying $2.00 by the number of shares of common stock exchangeable for each such holder’s exchangeable shares. For example, if you own 100 exchangeable shares, after completion of the exchange procedures and immediately prior to the completion of the merger, each of these exchangeable shares will be exchanged for one share of our common stock and, following the completion of the merger, you will have the right to receive $200 in exchange for the common stock. You will not own shares in the surviving corporation.

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Q. How does the merger consideration compare to the market price of the common stock prior to the announcement of the merger agreement?

A. The per share merger consideration represents a premium of approximately 98% of the closing price of our common stock of $1.01 on February 26, 2016, the last full trading day prior to the announcement of the execution merger agreement.

Q. What happens if I sell my shares before completion of the merger?

A. If you transfer your shares of common stock, you will have transferred the right to receive the merger consideration to be received by the stockholders of the Company in the merger. To receive the merger consideration, you must hold your shares through completion of the merger. In the event of a transfer of ownership of any shares of common stock that has not been registered in the records of our transfer agent prior to the effective time of the merger, the cash consideration may be paid to a person other than the registered owner, provided specified requirements are satisfied. Please refer to the section of this information statement captioned “The Merger Agreement — Merger Consideration.”

Q. Will the merger consideration depend on our results of operations or the trading price of our common stock?

A. No. The value of the merger consideration is fixed. The merger agreement does not provide for any upward or downward adjustment in the consideration to reflect any positive or negative changes in our operating results or financial condition or any change in the trading price of the common stock. Please refer to the section of this information statement titled “The Merger Agreement — Merger Consideration.”

Q. Are there conditions to the completion of the merger?

A. Yes. The completion of the merger is conditioned on the satisfaction or waiver of certain conditions, including (1) that at least 20 calendar days having elapsed from the date this information statement was first mailed to our stockholders; (2) certain levels of accuracy of all representations and warranties of the parties; (3) the performance in all material respects of all covenants of the parties; (4) no judgment, order, injunction or decree by an appropriate governmental authority being in effect that would make the merger illegal or otherwise prevent the consummation thereof; (5) no pending litigation seeking to challenge or enjoin the merger under the antitrust laws of any applicable governmental authority; (6) the expiration of any waiting period under the HSR Act; (7) receipt of certificates from each party to the merger agreement certifying the required conditions for closing of the merger have been met; and (8) no material adverse effect on our business having occurred. Please refer to the section of this information statement captioned “The Merger Agreement — Conditions to the Closing of the Merger.” The completion of the merger is not conditioned upon Parent obtaining financing.

Q. Am I entitled to appraisal rights in connection with the merger?

A. Yes. Stockholders who do not vote in favor of the merger and who properly perfect appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of shares of capital stock of the Company are entitled to have their shares appraised by the Court of Chancery of the State of Delaware and to receive payment in cash of the “fair value” of such shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. To the extent any shares of API voting stock remain outstanding at closing, such shares shall also have appraisal rights. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this information statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex E to this information statement.

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Q. Can the merger agreement be terminated?

A. Yes. The merger agreement may be terminated: (1) by mutual written agreement of the parties; (2) by either party if (a) the merger is prohibited by a judgment or law or (b) if the merger has not been consummated by the termination date; or (3) by either party if the other party has breached or failed to perform any of its respective representations, warranties, covenants or other agreements set forth in the merger agreement such that certain conditions set forth in the merger agreement are not satisfied. Please refer to the section of this information statement captioned “The Merger Agreement — Termination of the Merger Agreement.”

Q. What happens if a third party makes an offer to acquire the Company before the merger is completed?

A. Following the receipt of the requisite stockholder approval, which condition was fulfilled upon receipt of the written consent on February 29, 2016, the board of directors can no longer consider or accept alternative offers by third parties or change its recommendation that the stockholders vote in favor of adoption of the merger agreement.

Q. When is the merger expected to be completed?

A. We currently expect to complete the merger promptly after all of the conditions to the merger have been satisfied or waived. The closing of the merger is currently expected to take place during the second quarter of 2016, although the Company cannot assure completion by any particular date, if at all. Following the satisfaction or waiver of the conditions contained in the merger agreement, a certificate of merger will be filed with the Secretary of State of the State of Delaware under the DGCL, following which we will become an indirect, wholly owned subsidiary of Parent. Please refer to the section of this information statement titled “The Merger Agreement — Closing and Effective Time of the Merger.”

Q. If the merger is consummated, will API remain a public company and listed on NASDAQ?

A. No. Following the consummation of the merger, the common stock will no longer be publicly traded and API will cease making filings with the SEC and otherwise cease being required to comply with the rules relating to publicly held companies. We intend to and will cause the Company to delist from trading on NASDAQ and apply for termination of registration of the common stock under the Exchange Act as soon after the completion of the merger as the requirements for such delisting and termination are met. Please refer to the section of this information statement titled “The Merger — Effect of the Merger on Listing and SEC Registration.”

Q. What happens if the merger is not completed?

A. If the merger is not completed for any reason, stockholders will not receive any payment for their shares in connection with the merger. Instead, the Company will remain a publicly traded company, and shares of common stock will continue to be listed on NASDAQ.

Q. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., which we refer to as Computershare, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this information statement and attached notice has been sent to you directly by API. Do not send in your stock certificates at this time. If you are a stockholder of record, after the completion of the merger, you will be sent detailed instructions for exchanging your stock certificates for the merger consideration. Please do NOT return your common stock certificate(s) to the Company. Holders of uncertificated shares of common stock (i.e., holders whose shares are held in book-entry form) will automatically receive the merger consideration as promptly as reasonably practicable after the effective time of the merger without any further action required on the part of those holders. Please refer to the section of this information statement titled “The Merger Agreement — Merger Consideration.”

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this information statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. If you are a beneficial owner, payment for your shares will be made through your bank, broker or other nominee.

Q. What will holders of RSUs and options receive in the merger?

A. At the effective time of the merger, the vesting conditions or restrictions applicable to each RSU will lapse and each RSU will, in accordance with the terms of the API stock plan, be converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of shares of common stock subject to such RSU as of the effective time of the merger; and (2) $2.00.

At the effective time of the merger, each outstanding and unexercised option to purchase shares of common stock, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of shares of common stock subject to such option as of the effective time of the merger; and (2) the amount, if any, by which $2.00 exceeds the exercise price per share of common stock underlying such option. Each option with an exercise price per share equal to or greater than $2.00 per share will be cancelled and terminated without consideration.

Q. Will I owe U.S. federal income taxes as a result of the merger?

A. If you are a U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”), the exchange of common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the merger and such U.S. Holder’s adjusted tax basis in the shares of common stock surrendered in the merger.

A Non-U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States.

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. A more complete description of material U.S. federal income tax consequences of the merger is provided under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger.”

Q. Where can I find more information about the Company?

A. We file periodic reports and other information with the SEC. You may read and copy this information at the SEC’s public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available on the Internet site maintained by the SEC at http://www.sec.gov. For further information, please refer to the section of this information statement titled “Where You Can Find More Information.”

Q. Who can help answer my questions about the merger?

A. If you have any questions regarding the merger after reading this information statement, please contact our Investor Relations department at (646) 438-9385 or by email at investors@apitech.com. If your broker holds your shares of common stock, you should call your broker for additional information.

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THE PARTIES TO THE MERGER AGREEMENT

The Company

API Technologies Corp. is a leading provider of high performance Radio Frequency (RF), microwave, microelectronic, power, and security solutions. We offer one of the most comprehensive selections of RF, microwave, millimeterwave and microelectronics products in the industry, ranging from components to complete system solutions. We operate through our three business segments—Systems, Subsystems & Components, Electronic Manufacturing Services and Secure Systems & Information Assurance.

Our primary end markets are defense, high- reliability commercial and industrial, and non-defense government. Our products may be found in a variety of applications including commercial aircraft systems, mobile and wireless systems, radar and imaging systems, missile systems, unmanned systems, spectrum defense technology, commercial and military satellites, space vehicles, medical devices, and oil and gas industrial systems.

We sell our products through direct sales force and applications engineering staff, a network of independent sales representatives, and distributors, as well as through our web site.

We currently have business offices throughout North America, the U.K., and Germany. Our executive corporate office is located at 4705 S. Apopka Vineland Rd. Suite 210, Orlando, FL 32819, and our telephone number at that location is (407) 876-0279.

Our website address is www.apitech.com. In our website’s “Investor Relations” section, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act as well as proxy statements, as soon as reasonably practicable after we file electronically such material with, or furnish it to, the SEC. The content on our website is available for information purposes only and is not incorporated by reference in this information statement.

Our common stock trades on NASDAQ under the symbol “ATNY.”

Parent

RF1 Holding Company is a Delaware corporation that is controlled by JFL Fund IV, an investment fund affiliated with JFL. Parent’s sole purpose is to enter into the merger agreement and to complete the merger with the Company. Parent has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in connection with the merger and the other transactions contemplated by the merger agreement.

The mailing address of Parent’s principal executive offices is c/o J.F. Lehman & Company, 110 East 59th Street, 27th Floor, New York, New York 10022, and its telephone number is (212) 634-0100.

Merger Sub

RF Acquisition Sub, Inc. is a Delaware corporation formed for the sole purpose of completing the merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent. Merger Sub has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in connection with the merger and the other transactions contemplated by the merger agreement. Upon consummation of the proposed merger, Merger Sub will merge with and into the Company, Merger Sub will cease to exist and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent, under the name “API Technologies Corp.”

The mailing address of Merger Sub’s principal executive offices is c/o J.F. Lehman & Company, 110 East 59th Street, 27th Floor, New York, New York 10022, and its telephone number is (212) 634-0100.

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THE MERGER

The Merger

On February 28, 2016, the Company entered into the merger agreement with Parent and Merger Sub. Upon completion of the merger, each share of common stock issued and outstanding immediately prior to the consummation of the merger (other than as described in the merger agreement), will be cancelled and extinguished and automatically converted into the right to receive $2.00 in cash, without interest and subject to any required withholding taxes. The closing of the merger will occur upon the satisfaction of customary closing conditions, including, but not limited to, receipt of U.S. regulatory approvals.

Background of the Merger

The board of directors regularly evaluates API’s strategic direction and ongoing business plans with a view toward strengthening its core businesses and enhancing stockholder value. As part of this evaluation, the board of directors has, from time to time, considered a variety of strategic alternatives, including (1) the continuation of API’s current business plan; (2) potential expansion opportunities into new business lines through acquisitions; (3) divestitures of one or more business divisions; and (4) a sale of the entire company. In connection with that ongoing evaluation, in October 2012, API engaged Jefferies as its financial advisor to advise the Company on strategic alternatives, including the sale of one or more business divisions and a potential sale of the Company.

From October 2012 to December 2013, in consultation with Brian Kahn, the chairman of the board of directors and at the direction of the board of directors, Jefferies began making inquiries about a sale of API or one or more of its operating businesses to third parties who might have financial wherewithal and a strategic interest in the electronic components manufacturing and systems solution industry. In February 2013, the Company executed a confidentiality agreement with a potential strategic acquiror that contained a standstill provision that was effective for a period of 2 years. The potential acquiror declined to make an offer.

From December 2013 to November 2014, at the direction of the board of directors, API management and Jefferies contacted or had meetings with 22 strategic and financial buyers regarding a possible sale of the Company. Of these potential acquirors, six executed confidentiality agreements, had meetings with Jefferies and management and were provided with additional non-public materials, including via diligence calls with API management. Certain of the executed confidentiality agreements contain standstill provisions that are effective for periods ranging from 18 months to three years and certain of them do not allow the counterparties to request a waiver of the standstill obligations. In the case of each of the six potential acquirors, no offers to purchase the Company were made. Of the confidentiality agreements containing standstill provisions, three remain in effect as of the date of this information statement, and two do not allow the counterparties to request a waiver of the standstill obligations.

In January 2015, API engaged Canaccord Genuity Group Inc., which we refer to as Canaccord, to explore divesture of the Company’s Electronic Manufacturing Services division, which we refer to as the EMS division, and which proposed divestiture we refer to as the EMS sale.

On January 27, 2015, a third party, which we refer to as Party A, submitted an unsolicited letter of intent proposing to acquire the Company for $2.50 per share in cash.

On February 6, 2015, the board of directors held a special meeting, attended by API management and representatives of Jefferies and Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Company, which we refer to as WSGR, to discuss the offer from Party A. Representatives of WSGR reviewed the fiduciary duties of the board of directors and the process associated with the decision by the board of directors to engage in a change-of-control transaction. Representatives from Jefferies described to the board of directors the material terms and financial aspects of the offer from Party A. Representatives from Jefferies reviewed the status of the outreach efforts undertaken to date by Jefferies in connection with its engagement. It

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was noted that the process had yet to otherwise generate a third party that was interested in making an offer to acquire the Company. After considering the information presented, the board of directors discussed the offer from Party A and concluded, in light of the Company’s long-term strategic plan, that the offer was not attractive, but that API should continue dialogue with Party A regarding an improved offer. The board of directors instructed Jefferies to respond to Party A that API would not engage in a transaction at the offered price, but that it would consider an offer at a higher valuation.

On February 12, 2015, the Company entered into a confidentiality agreement with Party A and provided diligence materials regarding the Company in a data room maintained by the Company, which we refer to as the data room. Throughout the second half of February 2015, Party A conducted diligence.

On February 25, 2015, Party A and API management held a teleconference to discuss diligence.

Also during February 2015, Jefferies and API management held meetings with two financial buyers and one strategic buyer.

In March 2015, the Company engaged in due diligence and submitted a proposal to acquire Aeroflex/Weinschel, Inc. and Aeroflex/Inmet, Inc., producers of RF and microwave products, which we refer to collectively as W&I, from Cobham plc. In the first three weeks of April 2015, the Company completed its due diligence and negotiation of a binding definitive agreement for the acquisition of W&I. On April 23, 2015, API announced its entry into a definitive agreement to acquire W&I for a total purchase price of $80 million.

In March 2015, Party A relayed to Jefferies that in light of the potential W&I acquisition, it was not interested in continuing diligence with respect to an acquisition of API at that time.

Also in March 2015, following the appointment of Robert Tavares as chief executive officer of the Company, API management further evaluated the EMS sale and determined that the process related to the EMS sale would be halted while API management re-evaluated the EMS division.

In April 2015, API management discussed re-initiating the EMS sale with the board of directors and recommended that the Company proceed with the EMS sale. The board of directors authorized API management to instruct Canaccord to contact potential buyers for the EMS division.

During the period from March 2015 to August 2015, Jefferies and API management continued to meet with, and provide non-public information to, additional potential acquirors of the Company. During this period, the Company entered into confidentiality agreements with five potential strategic and financial acquirors regarding a potential acquisition of the Company. Certain of the executed confidentiality agreements contain standstill provisions that are effective for periods ranging from one to three years from the date of the confidentiality agreement and each of these standstill provisions does not allow the counterparties to request a waiver of the standstill obligations. Four of those five potential acquirors ultimately indicated to Jefferies that they were not interested in moving forward with the process.

On May 20, 2015, the Company entered into a confidentiality agreement with a financial sponsor, which we refer to as Party B. The confidentiality agreement with Party B contains certain standstill provisions that are effective for a period of one year from the date of the confidentiality agreement and does not allow Party B to request a waiver of the standstill obligations. Party B conducted due diligence on the Company during the period from June 2015 to January 2016.

On June 8, 2015, API completed its acquisitions of W&I, which we refer to collectively as the W&I acquisition. In connection with the W&I acquisition, API entered into amendment no. 3 to the Company’s existing credit agreement with the lenders party thereto and Guggenheim Corporate Funding, LLC, which we refer to as Guggenheim, as administrative agent, which we refer to as amendment no. 3. Amendment no. 3, among other things, (1) increased the aggregate principal amount of the term loan by $85 million (to an aggregate of

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$201.8 million as of June 8, 2015); (2) increased the interest rates applicable to all outstanding term loans beginning on December 8, 2015; and (3) provided for an increased premium for any prepayments made after December 9, 2015.

On July 24, 2015, Party A met with API management and received an overview of the status of API’s business.

On August 8, 2015, Party A contacted Mr. Kahn to express an interest in re-initiating due diligence on API and submitted a supplemental due diligence request list. On August 18, 2015, Party A was again granted access to the data room.

Throughout August and September 2015, API management conducted diligence meetings, at which Jefferies was present, with Party A and Party B and provided diligence materials in the data room.

On September 24, 2015, API management and Jefferies had an in-person meeting with Party A to provide an update on the state of API’s business and to discuss operational improvements that had been made since the July 25, 2015, meeting. Following the meeting, Party A informed Mr. Kahn that it was not interested in moving forward with an acquisition of API.

In the first half of October 2015, Jefferies met with three additional potential strategic and financial acquirors, including JFL and a strategic acquiror, which we refer to as Party C. On October 14, 2015, the Company entered into a confidentiality agreement with Party C. The confidentiality agreement with Party C contains certain standstill provisions that are effective for a period of one year from the date of the confidentiality agreement and does not allow Party C to request a waiver of the standstill obligations. On October 15, 2015, the Company entered into a confidentiality agreement with JFL that contains standstill provisions substantially similar to those contained in the confidentiality agreement with Party C.

Also in early October 2015, API received five offers to acquire the EMS division, including an offer from a financial acquiror, which we refer to as Party 1, for a total purchase price of $16.8 million and a strategic acquiror, which we refer to as Party 2, for a total purchase price of $15 million plus a $2 million earn out.

On October 13, 2015, API entered into a non-binding letter of intent and exclusivity agreement in connection with the sale of the EMS division to Party 1 for a total purchase price of $19 million.

On October 14, 2015, at a special meeting of the board of directors, API management provided an update on the EMS sale. API management informed the board of directors that the Company had entered into a letter of intent with Party 1 and reviewed the terms of the letter with the board of directors.

On October 16, 2015, JFL submitted a preliminary indication of interest to acquire the Company for $3.00 per share in cash, subject to completion of due diligence.

Throughout the second half of October 2015 and the first half of November 2015, API management conducted due diligence meetings, at which Jefferies was present, with JFL and Party C and provided diligence materials in the data room.

On October 24, 2015, Party C submitted a preliminary indication of interest to acquire the Company for $2.50 per share, comprising a mix of cash and stock in Party C. Mr. Kahn informed Party C that it would need to return with a higher per share offer in order for the Company to enter into exclusivity with Party C.

On October 25, 2015, at a special meeting of the board of directors, Mr. Kahn provided an overview to the board of directors of the offers from JFL and Party C. The board of directors discussed the respective offers and requested that Mr. Kahn instruct Jefferies to review the financial terms of the offers. The board of directors also asked Mr. Kahn to arrange for WSGR to advise the board of directors on its responsibilities with regard to the offers. The board of directors instructed API management to continue discussions with JFL and Party C.

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On October 28, 2015, at a special meeting of the board of directors at which Jefferies and WSGR were in attendance, representatives of Jefferies provided a review of the financial terms of the potential transaction between the Company and Party C. Representatives of WSGR then provided the board of directors with an overview of their fiduciary responsibilities when analyzing possible transactions.

On October 30, 2015, API management conducted a due diligence meeting with JFL. Shortly after the meeting, JFL informed Jefferies that it was no longer interested in moving forward with an acquisition of API for $3.00 per share in cash. In the days following, JFL indicated to the Company and Jefferies that it would consider moving forward at $2.00 per share in cash. The Company informed JFL it had no desire to proceed on that basis.

In the first week of November 2015, API proposed an amendment to the credit agreement to Guggenheim in connection with the EMS sale, requesting that the imposition of the prepayment premium scheduled for December 9, 2015, be postponed until March 1, 2016.

On November 5, 2015, the Company entered into a confidentiality agreement with an additional potential strategic acquiror. This confidentiality agreement contains certain standstill provisions that are effective for a period of three years from the date of the confidentiality agreement and does not allow the counterparty to request a waiver of the standstill obligations.

On November 9, 2015, the Company entered into a confidentiality agreement with an additional potential financial sponsor. This confidentiality agreement contains certain standstill provisions that are effective for a period of one year from the date of the confidentiality agreement and does not allow the counterparty to request a waiver of the standstill obligations.

On November 15, 2015, Party C informed Jefferies that it was no longer considering an acquisition of the Company.

On November 18, 2015, API management had a call with Jefferies to discuss options to refinance the credit agreement in light of Party C’s decision not to proceed with an acquisition of the Company and the Company’s financial performance.

On November 25, 2015, Party 1 lowered their offer for the EMS division to $10 million.

On December 4, 2015, API informed Party 1 that, as a result of Party 1’s lower offer for the EMS division it was terminating the exclusivity agreement with respect to the EMS sale.

Also on December 4, 2015, Canaccord contacted Party 2 to re-initiate discussions regarding the EMS sale.

On December 7, 2015, at a regular meeting of the board of directors, Mr. Kahn updated the board of directors on the progress of the efforts of API management to refinance the Company’s indebtedness under the credit agreement, which we refer to as the refinancing process. In addition, the board of directors discussed that, based on preliminary results, as of the end of the Company’s 2015 fiscal year, the Company would not be in compliance with certain of the credit agreement’s financial covenants. The board of directors discussed that any refinancing of the credit agreement would require that the Company also complete an equity financing.

From December 2015 to January 2016, API held discussions with several potential lenders with respect to a potential new credit facility to replace the credit agreement. As interest rates and available credit for the type of credit facility the Company was seeking deteriorated in January 2016, the Company was not able to identify lenders who could refinance the credit agreement on terms that would be compatible with the equity financing that the Company believed it could obtain.

On December 9, 2015, JFL submitted a revised indication of interest to acquire the Company for $1.75 per share in cash. In light of the refinancing process and JFL’s prior indication that it would consider moving forward with an offer of $2.00 in cash per share, the Company declined to respond to the offer of $1.75 per share in cash.

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On December 11, 2015, Party B submitted an indication of interest to acquire the Company for $2.00 per share in cash.

On December 12, 2015, at a special meeting of the board of directors at which Jefferies was in attendance, the board of directors discussed the offer from Party B. After carefully considering the terms of the offer, the identity of the potential buyer, and the status of the refinancing process as of that date, the board of directors concluded that $2.00 per share in cash was a compelling offer for API and authorized API management to negotiate the terms of, and enter into, exclusivity with Party B, subject to a carve-out to the exclusivity that would permit API to continue pursuing the refinancing process.

On December 15, 2015, following negotiation by API management with Party B, the Company executed an agreement providing for a 30-day exclusivity period with Party B.

On December 23, 2015, API management and Jefferies attended an in-person diligence meeting with Party B.

Also on December 23, 2015, the Company and Party 2 entered into an exclusivity agreement with respect to the EMS division and a non-binding letter of intent, providing for the sale of the EMS division to Party 2 for $15 million plus a $2 million earn out. The Company negotiated the EMS sale from January 2016 to February 26, 2016.

On January 15, 2016, API management provided an indicative term sheet to Guggenheim regarding the refinancing process.

On January 6, 2016, Party A contacted API management and inquired about re-initiating Party A’s due diligence process.

Also on January 6, 2016, Party B contacted Mr. Kahn to verbally confirm that it was no longer interested in continuing with the process and indicate that it was terminating the exclusivity agreement with API.

On January 7, 2016, JFL submitted a revised letter of intent proposing to acquire the Company at a purchase price of $2.00 per share in cash. The revised JFL letter of intent stated, among other things, that the purchase price assumed that the Company would complete the EMS sale and that the divestiture would generate $15 million in cash prior to the closing of the merger.

From January 7, 2016 through January 15, 2016, the Company negotiated the terms of an exclusivity agreement with JFL. At the same time, Mr. Kahn held individual conversations with the members of the board of directors to update them on the status of negotiations of the sale of the Company and the refinancing process. He relayed to each of the directors that both Party A and Party B would not be continuing with an acquisition of the Company and the terms of the $2.00 per share in cash letter of intent from JFL. Mr. Kahn indicated to each of the directors that he believed that $2.00 per share in cash was a compelling offer for API, particularly in light of the exits of Party A and Party B from the process, the status of the refinancing process and the Company’s prospects based, in part, on the preliminary results discussed by the board of directors on December 7, 2016. Mr. Kahn also indicated that he believed that it was advisable to enter into an exclusivity agreement with JFL, but that such agreement should allow the Company to continue to explore the refinancing process simultaneously with the negotiation of a sale of the Company because the Company would be in violation of its covenants under the credit agreement on February 29, 2016, and such violation could result in a “going concern” qualification on the Company’s fiscal year end audit. The directors concurred with Mr. Kahn’s recommendation.

On January 8, 2016, Party B submitted a formal termination of the indication of interest and the exclusivity agreement.

Also on January 8, 2016, Jefferies contacted an additional financial sponsor. The Company entered into a confidentiality agreement with the financial sponsor on January 12, 2016.

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On January 9, 2016, Party A contacted Mr. Kahn to inform him that it was not interested in continuing with an acquisition of API.

On January 15, 2016, the Company entered into a 45-day exclusivity agreement with JFL, which exclusivity agreement permitted the Company to continue to pursue the refinancing process so long as the Company did not consummate or publicly announce a transaction during that period. The exclusivity agreement provided that exclusivity would terminate if JFL did not reaffirm the price and other terms in its letter of intent on a weekly basis. Throughout January 2016 and February 2016, API management conducted various in-person due diligence meetings with JFL at various API and JFL locations.

On January 21, 2016, the board of directors held a meeting to discuss the status of the Company’s business, the refinancing process and the letter of intent from JFL. The board of directors discussed that an amendment to the credit agreement would be necessary on or prior to February 29, 2016, and that the lenders under the credit agreement would likely require, prior to or concurrently with the amendment, either an equity financing or an agreement for the sale of the Company.

On January 28, 2016, representatives of JFL, API, Blank Rome LLP, counsel to JFL, which we refer to as Blank Rome, and WSGR held an introductory call to discuss the structure of the proposed transaction and process for negotiations. The parties discussed overall timing for a transaction and API indicated that if a transaction was not announced on or prior to the end of the exclusivity period on February 29, 2016, API would need to explore other alternatives. Over the following week, WSGR and Blank Rome held several discussions regarding the structure of the transaction.

On February 5, 2016, in connection with the refinancing process, API provided a draft of a proposed amendment to the credit agreement to Guggenheim, which we refer to as amendment no. 4. Amendment no. 4 contemplated an equity financing by the Company and an amendment to the financial covenants and prepayment terms in the credit agreement.

On February 7, 2016, representatives of WSGR sent Blank Rome a draft merger agreement. The draft, among other things, provided that (1) Parent would, in the event that the merger agreement was terminated under certain circumstances, be required to pay the Company a termination fee and certain of the Company’s expenses and that Parent’s liability would be capped at a certain amount and (2) the Company would, in the event that the merger agreement was terminated under certain circumstances, be required to pay Parent a termination fee.

On February 12, 2016, representatives of Guggenheim provided a revised draft of amendment no. 4 to API.

Also on February 12, 2016, Vintage, in connection with the refinancing process, delivered to API a proposed backstop agreement. The backstop agreement contemplated that the Company would conduct an equity rights offering in a sufficient amount to conduct the refinancing process and that, subject to certain conditions, Vintage would commit to purchase any unsubscribed shares in such equity rights offering.

On February 14, 2016, representatives of Blank Rome provided WSGR with comments to the draft of the merger agreement. Among other things, these comments (1) provided that Parent could terminate the merger agreement if the Company did not receive the approval of the adoption of the merger agreement by written consent of certain stockholders within one day following execution of the merger agreement; (2) prevented the board of directors from terminating the merger agreement in the event of an unforeseen change; (3) limited the Company’s rights with respect to Parent’s enforcement of its debt commitment letter; (4) required that the Company pay a termination fee and Parent’s expenses if the merger agreement was terminated under certain circumstances; and (5) capped Parent’s liability for breach of the merger agreement, including willful breach, at the amount of the aggregate of a termination fee and payment of certain of the Company’s expenses.

During the week of February 15, 2016, representatives of Blank Rome and WSGR negotiated the terms of the merger agreement, equity commitment letter and guaranty. The merger agreement negotiations centered on (1) Parent’s termination right if a written consent was not received within one day of the execution of the merger

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agreement; (2) the size and structure of the termination fees owed by Parent and the Company, respectively; and (3) the actions that Parent was required to take, and that the Company was permitted to take, with respect to enforcement of the terms of any debt commitment letters.

On February 17, 2016, representatives of WSGR sent a revised draft of amendment no. 4 to Weil Gotshal & Manges LLP, counsel to Guggenheim, which we refer to as Weil. Among other things, the revised draft of amendment no. 4 contemplated a sale of the Company in lieu of an equity financing. From February 17, 2016 to February 27, 2016, representatives of WSGR and Weil continued to negotiate amendment no. 4.

In the afternoon on February 24, 2016, the board of directors held a special meeting at which representatives of WSGR and Jefferies were in attendance. Representatives of WSGR reviewed the fiduciary duties of the board of directors and the process associated with entry into a change-of-control transaction. The board of directors discussed that the Company had engaged in discussions with a number of parties, none of whom had made an offer that had not been withdrawn, before entering into the exclusivity agreement with JFL. The board of directors also considered the interests of directors who would receive merger consideration in exchange for their shares of common stock. Representatives of WSGR described the principal terms of the transaction and the proposed merger agreement. Representatives of Jefferies provided the board of directors with an overview of the process of rendering an opinion as to the fairness from a financial point of view of the consideration to be received by API stockholders in a transaction with JFL.

In the evening on February 24, 2016, representatives of Blank Rome sent WSGR comments to the draft of the merger agreement. These comments included a change to the definition of Company Material Adverse Effect to provide that an event of default under the credit agreement would be a Company Material Adverse Effect.

On the morning of February 25, 2016, API management notified JFL for the first time that the timing of the execution of definitive agreements for the EMS sale to Party 2 would be extended beyond the discussed timeline for the entry into the merger agreement. In response and after further discussions between API management and JFL, representatives of Blank Rome and WSGR negotiated a revision to the merger agreement providing JFL a right to terminate the merger agreement if a binding agreement for the EMS sale was not executed within a specified period of time after entry into the merger agreement.

On February 26, 2016, API management received a letter from Party 2 informing API that Party 2 was no longer interested in pursuing the EMS sale and terminating its exclusivity agreement and letter of intent with API.

Later on February 26, 2016, Mr. Kahn contacted a potential financial acquiror of the EMS division, which we refer to as Party 3, that had previously expressed interest in, and conducted limited due diligence regarding, a potential acquisition of the EMS division. The Company proposed a sale of the EMS division to Party 3 under terms that were substantially identical to those negotiated with Party 2. Party 3 expressed a willingness to proceed with the transaction.

In the evening of February 26, 2016, Mr. Kahn informed JFL that Party 2 had terminated its consideration of and exclusivity with respect to the EMS sale. Mr. Kahn further told JFL that, with the authorization of the board of directors, Mr. Kahn had approached Party 3, who expressed a willingness to purchase the EMS division under terms that were substantially identical to those negotiated with Party 2. Party 3 expressed a willingness to proceed with the transaction.

Also on February 26, 2016, representatives of WSGR and Blank Rome exchanged multiple revised drafts of the merger agreement, the guaranty and the equity commitment letter.

On the morning on February 27, 2016, JFL submitted a proposal, on a fully committed basis, to acquire the Company (including the EMS division) for a purchase price of $1.75 per share of common stock, which proposal provided that the $1.75 offer was based on Party 2’s termination of the second EMS LOI, certain liabilities and risks of the EMS division remaining in API and the increased financial risks and costs to JFL of obtaining debt financing for an acquisition of the Company inclusive of the EMS division. JFL sent what it stated were execution versions of the merger agreement and related agreements. JFL further indicated that its proposal

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excluded the right to terminate the merger agreement if an agreement for the sale of EMS was not executed within a specified period of time after entry into the merger agreement. Representatives of Jefferies contacted JFL to discuss the proposal and were informed that communications regarding the proposal should take place with representatives of Blank Rome, on behalf of JFL.

Also on the morning on February 27, 2016, JFL provided WSGR with revised drafts of the debt commitment letters.

During the day on February 27, 2016, Mr. Kahn held discussions with representatives of Guggenheim regarding a possible reduction in the prepayment premium under the credit agreement.

Later on February 27, 2016, the board of directors held a special meeting, at which representatives of WSGR and Jefferies were in attendance, to discuss with the board of directors the termination of Party 2’s consideration of the EMS sale and to describe the latest proposal from JFL. Mr. Kahn and Jefferies updated the board of directors on the status of negotiations with JFL. The board of directors also discussed Party 3’s willingness to proceed with the purchase of EMS under terms that were substantially identical to those negotiated with Party 2. The board of directors discussed the strategic options for the Company if API did not enter into a transaction with JFL, including the feasibility of completing an equity financing and the refinancing process. The board of directors determined that, in light of the need to complete negotiations of the backstop agreement with Vintage and the expectation of the lenders under the credit agreement that a sale of the Company would be announced soon, completion of the refinancing process was likely not feasible prior to the February 29, 2016, deadline for the Company to certify its compliance with certain financial covenants under the credit agreement. The board of directors then considered how to respond to JFL. The board of directors discussed three principal options: (1) accept the latest JFL proposal; (2) counter the latest JFL proposal with a proposal of $2.00 in cash per share of common stock, inclusive of the EMS division; or (3) respond to JFL that the board of directors intended to negotiate with Party 3 to reach an agreement for a purchase of the EMS division concurrently with the entry into a definitive agreement with JFL at $2.00 in cash per share of common stock. Following discussion, the board of directors determined that the course of action providing the most certainty and value to stockholders was to pursue a potential transaction with JFL at a purchase price of $2.00 per share, which would proceed concurrently with the separate divestiture of the EMS division. The board of directors instructed Jefferies to communicate the decision to Blank Rome. The board of directors further authorized Jefferies to provide (1) a copy of the draft purchase agreement for the sale of the EMS division to Blank Rome and (2) certain background information regarding Party 3.

Later on February 27, 2016, JFL sent a letter to the board of directors (1) reiterating its previous proposal to acquire API for $1.75 per share in cash, inclusive of the EMS division; (2) indicating that JFL was also prepared to commence due diligence regarding the proposed sale of the EMS division to Party 3; and (3) expressing its willingness to evaluate a counterproposal to its offer.

Also on February 27, 2016, Mr. Kahn, in his capacity as a representative of Vintage, the beneficial holder of approximately 40% of the common stock, had conversations with representatives of Steel, the beneficial holder of approximately 21% of the common stock, regarding their willingness to execute a stockholder written consent in favor of the proposed transaction with JFL. The representatives of Steel indicated that they would not execute a written consent at a purchase price less than $2.00 per share in cash. Mr. Kahn also held additional conversations on behalf of API with Guggenheim regarding a potential reduction in the prepayment premium in connection with a sale of the Company to JFL inclusive of the EMS division.

In the evening on February 27, 2016, the board of directors held a special meeting, at which representatives of WSGR and Jefferies were in attendance, to receive an update on negotiations with Guggenheim and JFL and to discuss a counter-proposal to the JFL offer. Mr. Kahn updated the board of directors on discussions with Guggenheim, as well as Vintage’s discussions with Steel. Jefferies updated the board of directors on discussions with Blank Rome, on behalf of JFL. Following discussion of the Company’s options with respect to JFL, the board of directors authorized Jefferies to propose to Blank Rome, on behalf of JFL, two alternative transactions: (1) an acquisition of the Company at a purchase price of $2.00 per share in cash, to occur concurrently with a

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divestiture of the EMS division; or (2) an acquisition of all outstanding shares of common stock at a purchase price of $2.00 per share in cash, inclusive of the EMS division, and a reduction by the lenders under the credit facility of the prepayment premium by $5.7 million.

Following this meeting, representatives of WSGR and Jefferies conveyed to representatives of Blank Rome the two alternative proposals authorized by the board of directors. After discussions with JFL, Blank Rome indicated to representatives of WSGR and Jefferies that JFL preferred an acquisition inclusive of the EMS division, particularly in light of the limited time to evaluate the transaction with Party 3, but that to support a price of $2.00 per share, JFL would require $10 million in transaction cost reductions. Representatives of Blank Rome also indicated that JFL was willing to conduct further due diligence on the transaction for the sale of the EMS division to Party 3, but that, given the limited time period, JFL was not optimistic that it would be able to be satisfied with the proposed sale to Party 3 such that it would be able to increase its offer for the Company from $1.75 per share in cash to $2.00 per share in cash (assuming no reduction in transaction related expenses).

In the morning on February 28, 2016, JFL sent a letter to the board of directors indicating (1) it was reiterating its $1.75 per share in cash proposal to acquire the Company inclusive of the EMS division, with no reduction in transaction related expenses; (2) that the reduction in the prepayment premium was a constructive proposal, but it believed that an incremental $4.4 million in transaction cost reductions, for an aggregate total of $10 million, would enable its deal team to recommend a $2.00 per share in cash proposal to JFL’s investment committee; and (3) JFL had not received the necessary information for it to fully evaluate Party 3’s proposed purchase of the EMS division and that JFL’s evaluation of that proposed transaction would take some time.

Also in the morning on February 28, 2016, Mr. Kahn, JFL, Blank Rome, WSGR, Jefferies, Party 3 and Sullivan & Cromwell LLP, counsel to Party 3, held a conference call to discuss the purchase of the EMS division by Party 3.

Following the conference call, Mr. Kahn conveyed to JFL and representatives of Blank Rome, which conversation was subsequently confirmed to representatives of Blank Rome by representatives of WSGR, that, in connection with a transaction for the Company at a purchase price of $2.00 per share in cash that occurred concurrently with a sale of the EMS division to Party 3, the lenders under the credit facility were prepared to reduce the prepayment premium by $3.5 million. Mr. Kahn indicated that this reduction in the prepayment premium would increase the certainty of completion of the sale of the EMS division by reducing the purchase price to be paid by Party 3 while not impacting the effective net proceeds of the sale.

During the day on February 28, 2016, representatives of Blank Rome, Mr. Kahn and representatives of WSGR held further discussions regarding the status of the transaction. The representatives of Blank Rome indicated that, in light of the Company’s timeline and the minimal amount of time remaining to conduct due diligence with respect to the purchase of the EMS division by Party 3, JFL was not prepared to complete an acquisition of API at $2.00 per share in cash with a sale of the EMS division to Party 3 and no reduction in the transaction related expenses. Blank Rome reiterated, on behalf of JFL, JFL’s proposal for a transaction, inclusive of the EMS division, at either (1) $1.75 per share in cash with no reductions in transaction related expenses or (2) $2.00 per share in cash, with an aggregate $10 million reduction in transaction related expenses. Mr. Kahn, WSGR and Jefferies informed representatives of Blank Rome that they were not authorized to accept the proposal, but that the Company would seek an additional reduction in transaction-related expenses by having further discussions with Guggenheim (on behalf of the lenders under the credit facility) regarding an additional reduction of the prepayment premium.

After consultation with JFL, representatives of Blank Rome thereafter indicated to Mr. Kahn and representatives of WSGR that JFL would be prepared to complete a transaction at $2.00 per share in cash, inclusive of the EMS division, with an aggregate reduction in transaction related expenses of approximately $7.8 million from any of API’s transaction service providers. Mr. Kahn had further discussions with representatives of Guggenheim who indicated, on behalf of the lenders under the credit agreement, a willingness to reduce the prepayment premium by approximately $7.8 million.

In the afternoon on February 28, 2016, JFL sent WSGR revised drafts of the debt commitment letters.

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Throughout the day on February 28, 2016, representatives of WSGR and Blank Rome finalized negotiation of the merger agreement.

Throughout the day on February 28, 2016, API and JFL exchanged drafts of amendment no. 4.

During the night of February 28, 2016, the board of directors held a special meeting, with representatives of Jefferies and WSGR in attendance. During the meeting, representatives of Jefferies and WSGR reviewed the terms of the proposed transaction and the merger agreement. The representatives of WSGR reviewed the fiduciary duties of the board of directors. The representatives of Jefferies discussed the financial analysis of Jefferies of the $2.00 per share cash consideration to be received by API’s stockholders in the proposed merger. Following this discussion, the representatives of Jefferies rendered Jefferies’ opinion to the board of directors, subsequently confirmed by delivery of a written opinion dated February 28, 2016, that, as of February 28, 2016, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth therein, the $2.00 per share in cash of common stock to be received by the holders of shares of common stock (other than the major stockholders, the Company, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) pursuant to the merger agreement was fair from a financial point of view to such holders. For more information about Jefferies’ opinion, see below under the caption “—Opinion of Financial Advisor.” Following discussion by the board of directors of potential reasons for and against entering into a transaction with JFL, the board of directors unanimously (1) determined that it is in the best interests of, and fair to, the Company and its stockholders, and declared it advisable, to enter into the merger agreement and consummate the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved the execution and delivery of the merger agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and conditions set forth in the merger agreement; (3) declared the advisability of the merger agreement; and (4) recommended that the stockholders of the Company adopt the merger agreement and approve the merger in accordance with the DGCL. The board of directors also discussed and unanimously approved the Company’s entry into the amendment to the credit agreement and adopted a resolution authorizing an amendment to API’s bylaws to provide that Delaware courts would be the exclusive forum for certain types of claims relating to the Company.

Following the meeting of the board of directors, API and JFL executed the merger agreement, the equity commitment letter and limited guaranty.

Immediately following the entry into the merger agreement, the Company entered into amendment no. 4.

Later in the morning on February 29, 2016, following the execution of the merger agreement and the receipt of the executed debt commitment letter by the Company, the major stockholders, holders of a majority of the outstanding shares of common stock, delivered to the Company an executed written consent of stockholders in lieu of a meeting resolving that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were authorized, accepted, adopted and approved in all respects. Promptly following receipt of the written consent, representatives of WSGR delivered a copy of the executed written consent to Blank Rome on behalf of the Company.

Later on February 29, 2016, prior to the opening of trading of its common stock on NASDAQ, API issued a press release announcing the Company’s entry into the merger agreement.

Reasons for the Merger

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the board of directors consulted with Company management and its financial advisor and outside legal counsel. In recommending that stockholders vote in favor of adoption of the merger agreement, the board of directors considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

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The board of directors also considered a number of uncertainties and risks concerning the merger, including the following (which factors are not necessarily presented in order of relative importance):

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The foregoing discussion is not meant to be exhaustive, but summarizes the material factors considered by the board of directors in their consideration of the merger. After considering these and other factors, the board of directors concluded that the potential benefits of the merger outweighed the uncertainties and risks. In view of the variety of factors considered by the board of directors and the complexity of these factors, the board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the board of directors applied his own personal business judgment to the process and may have assigned different weights to different factors. The board of directors unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommends that stockholders adopt the merger agreement based upon the totality of the information presented to and considered by the board of directors.

The foregoing explanation of the reasoning of the board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Forward-Looking Statements”.

Board Approval and Vote Required

Our board of directors has unanimously (1) determined that the merger is in the best interests of, and fair to, the Company and its stockholders, and declared it advisable, to enter into the merger agreement and consummate the merger upon the terms and subject to the conditions set forth in the merger agreement; (2) approved the execution and delivery of the merger agreement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and conditions set forth herein; and (3) declared the advisability of the merger agreement. Our board of directors unanimously recommended that our stockholders adopt the merger agreement and approve the merger in accordance with the DGCL.

The adoption of the merger agreement by the stockholders of the Company required the (1) affirmative vote of a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon or (2) written consent of the holders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and voting, in favor of adopting the merger agreement. On February 29, 2016, the major stockholders, the record and beneficial owners of more than a majority of the outstanding common stock, approved the merger and adopted the merger agreement by written consent, which written consent is attached to this information statement as Annex B. Together, the major stockholders hold over a majority of the outstanding voting power of the shares and the approval by the major stockholders constitutes the required approval of the merger and adoption of the merger agreement by the Company’s stockholders under the DGCL and our charter.

By executing the irrevocable written consent, each of the major stockholders has agreed, among other things, (1) not to transfer any shares at any time prior to the consummation of the merger; (2) to irrevocably waive any rights to appraisal of the fair value of any of its shares; and (3) to forego participation as a plaintiff or member of a plaintiff class in any action with respect to any claim based on its status as a stockholder of the Company relating to the negotiation, execution or delivery of the written consent or the consummation of (but not the failure to consummate) the merger and to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by Parent in writing. Parent is a third party beneficiary of the waivers and agreements set forth in the written consent.

Interests of Directors and Executive Officers in the Merger

Members of our board of directors and executive officers have various interests in the merger that are different from, or in addition to, our interests and the interests of our stockholders generally. These interests may present

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such directors and executive officers with actual or potential conflicts of interest. Our board of directors was aware of these interests during its deliberations on the merits of the merger and considered them, among other matters, in approving the entry into the merger agreement. These interests are described below.

Insurance and Indemnification of Directors and Executive Officers

The merger agreement provides the members of our board of directors and our executive officers certain rights to insurance coverage and indemnification following the consummation of the merger. See “The Merger Agreement – Indemnification and Insurance.”

Treatment of Equity-Based Awards

Treatment of Options

As of February 28, 2016, there were 1,173,750 outstanding options held by our directors and executive officers. At the effective time of the merger, each outstanding and unexercised option to purchase shares of common stock, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of shares of common stock subject to such option as of the effective time of the merger and (2) the amount, if any, by which $2.00 exceeds the exercise price per share of common stock underlying such option. Each option with an exercise price per share equal to or greater than $2.00 per share will be cancelled and terminated without consideration.

Treatment of RSUs

As of February 28, 2016, there were 641,250 outstanding RSUs held by our directors and executive officers. As of the effective time of the merger, the vesting conditions or restrictions applicable to each RSU will lapse and each RSU will, in accordance with the terms of the API stock plan, be converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of shares of common stock subject to such RSU as of the effective time of the merger and (2) $2.00.

Arrangements with Parent

As of the date of this information statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates. Prior to or following the closing of the merger, however, certain of our executive officers may have discussions, or may enter into agreements with, Parent or the surviving corporation or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates.

Payments Upon Termination Following Change-in-Control

Employment Agreement with our Chief Executive Officer

We are a party to an employment agreement with Mr. Tavares dated January 28, 2015. Pursuant to this agreement, if Mr. Tavares’ employment is terminated by the Company without cause or by Mr. Tavares for good reason and the termination occurs in anticipation of or within 24 months after a change of control of the Company, he will receive, subject to the terms and conditions of such employment agreement, (1) continued payments of his base salary for a period of 12 months following termination; (2) a lump-sum payment equal to his annual cash incentive award, pro-rated for the period of service during the performance period, determined based on actual performance, and payable at the time the bonus would otherwise be paid; and (3) all Mr. Tavares’s outstanding equity awards will immediately vest and be settled in full and such grants shall be exercisable for a period of one year following termination. The receipt of severance benefits described above is subject to Mr. Tavares signing and not revoking a general release of claims in favor of the Company in a form reasonably acceptable to the Company.

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Employment Agreement with our Chief Financial Officer

We are a party to an employment agreement with Mr. Seeton dated August 12, 2015. Pursuant to the agreement, if Mr. Seeton’s employment is terminated by the Company without cause or by Mr. Tavares for good reason and the termination occurs in anticipation of or within 24 months after a change of control of the Company, he will receive, subject to the terms and conditions of such employment agreement, (1) continued payments of his base salary for a period of six months following termination and (2) a lump-sum payment equal to his annual cash incentive award, pro-rated for the period of service during the performance period, determined based on actual performance, and payable at the time the bonus would otherwise be paid. The receipt of severance benefits is subject to Mr. Seeton signing and not revoking a general release of claims in favor of the Company in a form reasonably acceptable to the Company.

The term “cause” in Mr. Tavares’ and Mr. Seeton’s employment agreements generally means: (1) a material act of dishonesty committed in connection with the executive’s responsibilities as an employee of the Company; (2) conviction of, or plea of nolo contendere to, a misdemeanor involving an act of moral turpitude or a felony; (3) any gross or willful misconduct (including action or failures to act) that causes material harm to the business or reputation of the Company; (4) loss of any security or other clearance required to be maintained due to the Company’s contracting with government agencies; or (5) a material failure to discharge employment duties or material breach of the employment, after demand for performance by the board of directors and failure to cure such breach.

The term “good reason” in Mr. Tavares’ and Mr. Seeton’s employment agreements generally means resignation following expiration of a cure period following any of the following conditions, occurring without executive’s consent: (1) a material diminution of authority, duties, or responsibilities; (2) material change in work location (i.e., relocation of more than fifty (50) miles from current work location); (3) the failure of the Company to obtain assumption of the employment agreement by a successor; (4) any material breach by the Company of any provision of the employment agreement; or (5) a material reduction in current base salary or other compensation, other than a reduction that is also applicable in a substantially similar manner to the other senior executives. For Mr. Tavares’ agreement only “good reason” also includes failure of the Company to appoint him to the board of directors.

Quantification of Change in Control and Termination Payments and Benefits to API Executive Officers

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of API’s “named executive officers” (as identified in accordance with SEC regulations) based on the merger and the per share merger consideration of $2.00.

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Narrative to Golden Parachute Compensation Tables

The tabular disclosure set forth above assumes (1) that the merger closes on April 29, 2016; (2) that each of the named executive officers is terminated without cause in connection with the merger under circumstances that entitled such individual to severance payments under each named executive officer’s individual employment agreement, as applicable; and (3) each named executive officer becomes entitled to accelerated vesting and/or payment in respect of all options and RSUs (based on the per share merger consideration of $2.00). The named executive officers would not be entitled to any additional perquisites or benefits under these circumstances.

Equity Interests of API’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards currently held by each of API’s executive officers and non-employee directors, in each case that either are currently vested or that will vest in connection with the merger, assuming that the effective time of the merger occurs on March 2, 2016. The table also sets forth the values of these shares and equity awards based on the $2.00 per share merger consideration (minus the applicable exercise price for the options). No new shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the merger.

Closing and Effective Time of the Merger

The closing of the merger is expected to take place during the second quarter of 2016, although the Company cannot assure completion by any particular date, if at all. The closing of the merger will take place no later than the 10th business day after the satisfaction or (to the extent permitted by law) waiver, by the parties of customary

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closing conditions, other than those conditions that by their terms are to be satisfied at the closing of the merger, including, among others: (1) the expiration or termination of waiting periods or receipt of approvals pursuant to certain antitrust and competition laws of applicable governmental authorities; (2) there being no applicable law, order, judgment or other legal restraint or prohibition preventing the consummation of the merger; (3) performance by the other party in all material respects of its obligations under the merger agreement; and (4) subject to specified materiality standards, the accuracy of the representations and warranties of the other party. Parent’s and Merger Sub’s obligation to complete the merger is also subject to there not having occurred, since entry into the merger agreement, a material adverse effect on us. On the day of the closing of the merger, a certificate of merger will be filed with the Secretary of State of the State of Delaware under the DGCL, following which we will become an indirect, wholly owned subsidiary of Parent. The completion of the merger is not conditioned upon Parent obtaining financing.

Certain Financial Projections

API does not, as a matter of course, publicly disclose forecasts or projections as to its future financial performance. However, in February 2016, API provided JFL, in connection with JFL’s due diligence review, copies of financial projections prepared by API’s management, which we refer to as the full capitalization projections, representing financial forecasts for fiscal years 2016 – 2018. The full capitalization projections assume that the Company would have adequate capitalization to conduct certain contemplated activities that, in the judgment of the board of directors and API management (in consultation with their advisors), would require additional capital beyond that currently available to the Company in February 2016, which assumptions we refer to as the capitalization assumptions.

Also in February 2016, at the instruction of the board of directors and in connection with the strategic review process and financial analyses described in this proxy statement, management provided Jefferies with copies of certain projections prepared by API’s management, which we refer to as the limited capitalization projections, reflecting (1) projections for the remainder of fiscal year 2016 and fiscal years 2016 – 2018, which we refer to as the 2016 – 2018 projections, and (2) based on its extrapolation of trends in the 2016 – 2018 projections, projections for fiscal years 2019 – 2020, and, in the case of each of (1) and (2), reflecting the Company’s continued operation at its current levels of capitalization and not taking into account or reflecting the capitalization assumptions. We refer to the limited capitalization projections, together with the full capitalization projections, as the management projections. Jefferies relied on the limited capitalization projections in performing its financial analysis summarized under the caption “—Opinion of Financial Advisor.” The limited capitalization projections were the only financial forecasts with respect to API used by Jefferies in performing its financial analyses.

In connection with the management projections, API also provided JFL and Jefferies with unaudited pro forma consolidated combined financial information for the fiscal years ended November 30, 2014 and November 30, 2015, presenting the Company’s combined financial data as if the W&I acquisition had occurred at the beginning of the fiscal year ended November 30, 2014 and at the beginning of the six months ended May 31, 2015, giving pro forma effect as if the transactions had occurred on or before the first day of each of those reporting periods, which we refer to collectively as the W&I pro formas. The W&I pro formas were prepared based on the historical financial results reported by API and W&I. The W&I pro formas were expressed in U.S. dollars for consistency with API’s financial reporting. API’s fiscal year ends in November and the W&I acquisition was consummated on June 8, 2015, so (1) the unaudited pro forma financial information for the fiscal year ended November 30, 2014 combined the audited consolidated financial information for API for the fiscal year ended November 30, 2014 and the unaudited combined financial information for W&I for the 12 months ended November 30, 2014 and (2) the unaudited pro forma financial information for the fiscal year ended November 30, 2015 combined the audited consolidated financial information for API for the fiscal year ended November 30, 2015 and the unaudited combined financial information for W&I for the 6 months ended May 31, 2015.

The W&I pro formas were provided for informational purposes only and were not necessarily indicative of what the Company’s results of operations actually would have been had the acquisition been completed by the dates

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indicated. No effect was given in the W&I pro formas for the cost of any integration activities or benefits that may have resulted from synergies that may have derived from any integration activities. The W&I pro formas were prepared using the purchase method of accounting as required by the accounting guidance for business combinations.

The management projections were not prepared with a view to public disclosure and are included in this information statement only because (1) the limited capitalization projections (in respect of fiscal years 2016 –2020 only) were made available, in whole or in part, to Jefferies for use in connection with its financial analysis summarized under the caption “—Opinion of Financial Advisor” and (2) the full capitalization projections were made available, in whole or in part, to JFL in connection with its due diligence review of API. The management projections were not prepared with a view to compliance with (1) generally accepted accounting principles as applied in the United States, which we refer to as GAAP; (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Ernst & Young LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the management projections and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The management projections included in this information statement have been prepared by, and are the responsibility of, API management. The management projections were prepared solely for internal use by API and are subjective in many respects.

Readers of this information statement are cautioned not to place undue reliance on the specific portions of the projections set forth below. Although a summary of the management projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by API management that they believed were reasonable at the time the management projections were prepared, taking into account the relevant information available to API management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the management projections not to be achieved include general economic conditions, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures, changes in tax laws and integration risks associated with recent acquisitions. In addition, the management projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the management projections will be realized, and actual results may be materially better or worse than those contained in the management projections. The management projections cover multiple years and such information, by its nature, becomes less reliable with each successive year. The inclusion of this information should not be regarded as an indication that the board of directors, API, Jefferies, JFL or any other recipient of this information considered, or now considers, the management projections to be predictive of actual future results. In addition, the board of directors and API management have determined that it is not generally feasible for the Company to pursue the changes reflected in the capitalization case. We do not intend to update or otherwise revise the management projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the management projections are shown to be in error or no longer appropriate. In light of the foregoing factors and the uncertainties inherent in the management projections, stockholders are cautioned not to place undue, if any, reliance on the projections included in this information statement.

The management projections and the accompanying tables include Adjusted EBITDA, a non-GAAP financial measure, which API believes is helpful in understanding its past financial performance and future results. EBITDA is a financial measure commonly used in the electronic components manufacturing and systems solution industry generally, but is not defined under GAAP. EBITDA represents income before interest, income taxes, depreciation and amortization. We believe that EBITDA is a performance measure that provides securities analysts, investors and other interested parties with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies in our industry. Adjusted EBITDA excludes restructuring charges, acquisition related charges, inventory provisions

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including charges related to purchase accounting, contingency accruals, stock-based compensation expenses, amortization of note discounts and deferred financing costs, and certain other adjustments described in the reconciliation table. Management believes Adjusted EBITDA provides an additional analytical tool for understanding the Company’s financial performance by excluding from operating results the impact of items that management believes do not reflect the Company’s core operating performance. Adjusted EBITDA is not a recognized measure under US GAAP, does not have a standardized meaning, and is unlikely to be comparable to similar measures used by other companies. Accordingly, management cautions that Adjusted EBITDA should not be construed as an alternative to net earnings or loss determined in accordance with GAAP as an indicator of the financial performance of the Company or as a measure of the Company’s liquidity and cash flows.

The management projections are forward-looking statements. For information on factors that may cause API’s future results to materially vary, see the information under the caption “Forward-Looking Statements.”

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As noted above, the management projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond API’s control.

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($MM)

Opinion of Financial Advisor

Opinion of Jefferies

In October 2012, we retained Jefferies to act as our financial advisor in connection with a possible sale, disposition or other business transaction involving API. In connection with this engagement, our board of directors requested that Jefferies evaluate the fairness, from a financial point of view, to the holders of common stock (other than the major stockholders, API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) of the merger consideration of $2.00 per share of common stock in cash. At the meeting of our board of directors on February 28, 2016, Jefferies rendered its oral opinion to our board of directors, subsequently confirmed by delivery of a written opinion dated February 28, 2016, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies as set forth in its opinion, the merger consideration of $2.00 per share of common stock in cash to be received by holders of our common stock

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(other than the major stockholders, API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Jefferies, dated as of February 28, 2016, is attached hereto as Annex C. Jefferies’ opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. We encourage you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was directed to our board of directors and addresses only the fairness, from a financial point of view, of the merger consideration of $2.00 per share of common stock in cash to be received by holders of common stock (other than the major stockholders, API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) pursuant to the merger agreement as of the date of the opinion. It does not address any other aspects of the merger and does not constitute a recommendation as to how any holder of common stock should vote or act with respect to the merger or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Jefferies, among other things:

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to investigate independently or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by API to Jefferies or that was otherwise reviewed by Jefferies (including, without limitation, the information described above). In its review, Jefferies relied on assurances of API management that it was not aware of any facts or circumstances that would make such information inaccurate or misleading, and did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of, or conduct a physical inspection of any of the properties or facilities of, API. Jefferies was not furnished with any such evaluations or appraisals of such physical inspections and did not assume any responsibility to obtain any such evaluations or appraisals. Jefferies’ review did not evaluate the solvency of API or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters and its opinion did not in any way address the solvency of API or any other entity.

With respect to the financial forecasts provided to and examined by Jefferies, Jefferies’ opinion noted that projecting future results of any company is inherently subject to uncertainty. We informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of our management as to the future financial performance of API. Jefferies expressed no opinion as to our financial forecasts or the assumptions on which they were made.

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Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date of its opinion.

Jefferies made no independent investigation of any legal or accounting matters affecting API, and Jefferies assumed the correctness in all respects material to Jefferies’ analysis of all legal and accounting advice given to API and our board of directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the merger agreement to API and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the merger to any holder of common stock. In rendering its opinion, Jefferies assumed that the final form of the merger agreement would be substantially similar to the last draft reviewed by it, and assumed that the merger would be consummated in accordance with its terms without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements. Jefferies also assumed that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on API, Parent or the contemplated benefits of the merger.

Jefferies’ opinion was for the use and benefit of our board of directors (in its capacity as such) in its consideration of the merger, and did not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to API, or in the future, Parent or any of its affiliates, including, without limitation, any consideration which could be received in the future for API or any portion thereof, including, without limitation, the electronics manufacturing services division. Jefferies’ opinion also did not address the underlying business decision by API to engage in the merger or the terms of the merger agreement or the documents referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any holder of shares of common stock should vote or act with respect to the merger or any matter related thereto. In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of API, other than the holders of shares of common stock (other than the major stockholders, API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub). Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation which may be payable to any of API’s officers, directors or employees, or any class of such persons, in connection with the merger relative to the consideration to be received by holders of shares of common stock. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies.

In preparing its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies’ opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that implied reference ranges resulting from any particular analysis described below should not be taken to be Jefferies’ view of API’s actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond our and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per share value of the common stock do not purport to be appraisals

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or to reflect the prices at which shares of common stock may actually be sold. The analyses performed were prepared solely as part of Jefferies’ analysis on the fairness, from a financial point of view, of the merger consideration of $2.00 per share of common stock in cash to be received by holders of shares of common stock (other than the major stockholders, API, Parent, Merger Sub and any direct or indirect wholly owned subsidiary of Parent or Merger Sub) pursuant to the merger agreement, and were provided to our board of directors (in its capacity as such) in connection with the delivery of Jefferies’ opinion. The merger consideration payable in the merger was determined through negotiation between API and Parent, and the decision by API to enter into the merger agreement was solely that of the board of directors.

The following is a summary of the material financial analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and presented to our board of directors at its meeting on February 28, 2016. The financial analyses summarized below include information presented in tabular format. In order to understand fully Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses.

Selected Companies Analysis

Jefferies reviewed publicly available financial and stock market information of the following six selected companies that Jefferies in its professional judgment considered generally relevant to API for purposes of its financial analysis, which we refer to as the selected companies, and compared such information with similar financial data of API provided by our management to Jefferies:

Jefferies reviewed total enterprise values, which we refer to as TEV, calculated as fully-diluted equity values based on closing stock prices on February 26, 2016 plus total debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents, for the selected companies as a multiple of their respective actual and estimated earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, for calendar years 2015 and 2016. For the selected companies, where applicable, Jefferies adjusted fiscal years to calendar years.

Applying a range of selected multiples from the selected companies to API’s actual and estimated EBITDA for fiscal year 2015 and 2016, respectively, Jefferies calculated ranges of implied enterprise value for API. Jefferies derived the following implied equity reference range per share of common stock, as compared to the merger consideration of $2.00 per share of common stock, by subtracting total debt and adding cash and cash equivalents to the ranges of implied enterprise values for API and dividing by API’s fully diluted shares of common stock outstanding as of February 26, 2015, as provided by API’s management:

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None of the selected companies is identical to API. In evaluating the selected companies, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond API’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using the selected companies data.

Selected Transactions Analysis

Jefferies reviewed financial data relating to 20 completed transactions listed below announced since January 1, 2008, that Jefferies in its professional judgment considered generally relevant as transactions involving target companies in the defense electronics sector with revenues between $15 million and $650 million and EBITDA margins of less than 25% which we refer to as the selected transactions.

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Jefferies reviewed transaction values of the selected transactions, calculated as the purchase prices paid for the target companies involved in such transactions plus total debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents as a multiple of the respective target companies’ latest twelve months EBITDA prior to announcement. Applying a range of selected multiples of 8.5x to 10.5x to API’s fiscal year 2015 EBITDA derived from the selected transactions, Jefferies calculated the following implied equity reference range per share of common stock, as compared to the merger consideration of $2.00 per share of common stock (financial data for the selected transactions were based on public filings and other publicly available information as well as Jefferies’ confidential proprietary information, and financial and other data of API were based on internal forecasts and other information provided by API’s management):

No transaction selected by Jefferies for its analysis is identical to the merger. In evaluating the merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond API’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of analyzing transaction data.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis to estimate the present value of the free cash flows of API through the fiscal year ending 2020 using financial forecasts provided by API’s management, discount rates ranging from 13.0% to 15.0%, which were based on the weighted average cost of capital of the selected companies, perpetuity growth rates ranging from 1.0% to 3.0%, and assuming a tax rate of 40%. To determine the implied total equity value for API, Jefferies subtracted total debt and added cash and cash equivalents to the implied enterprise value of API. To calculate implied equity reference ranges per share of common stock, as compared to the merger consideration of $2.00 per share of common stock, Jefferies divided the total implied equity value by the amount of API’s fully diluted shares of common stock outstanding as of February 26, 2016, as provided by API’s management. This analysis indicated an implied equity reference range per share of common stock $0.70 to $2.03, as compared to the merger consideration of $2.00 per share of common stock.