PLAINVIEW, N.Y., 23 May 2007.Aeroflex Inc.'s Board of Directors has determined, in accordance with the terms of the merger agreement with affiliates of General Atlantic and Francisco Partners, that the revised proposal received from Veritas Capital, pursuant to which Aeroflex's stockholders would receive $14.50 per share in cash, constitutes a superior proposal.
The Board has given written notice to an affiliate of General Atlantic and Francisco Partners that it is prepared to terminate the merger agreement to enter into an agreement with respect to the superior proposal received from Veritas Capital.
Aeroflex will be entitled to terminate the merger agreement if such affiliate of General Atlantic and Francisco Partners does not make, within three business days following the receipt of such notice, a binding, written, and complete proposal that would cause the proposal received from Veritas Capital to no longer constitute a superior proposal.
In the event of a termination of the merger agreement by Aeroflex, General Atlantic and Francisco Partners will be entitled to a $15 million fee from Aeroflex, plus the payment of General Atlantic's and Francisco Partners' expenses up to $7.5 million.
As discussed in Aeroflex's Form 8-K dated May 14, 2007, General Atlantic and Francisco Partners have contested the Board's determination that Veritas Capital is an "excluded party," and may claim to be entitled to a $30 million fee from Aeroflex, plus the payment of General Atlantic's and Francisco Partners' expenses up to $7.5 million, in the event of a termination of the merger agreement by Aeroflex.
