PLAINVIEW, N.Y., 29 May 2007.Aeroflex Inc. management announced that, in light of the superior proposal received from Veritas Capital of $14.50 per share in cash, it has terminated the merger agreement with affiliates of General Atlantic and Francisco Partners and entered into a new merger agreement with subsidiaries of Veritas in a transaction valued at approximately $1.1 billion.
The special meeting of Aeroflex stockholders that had been scheduled for May 30, 2007 to consider the merger agreement with affiliates of General Atlantic and Francisco Partners will not be held.
A new special meeting of Aeroflex stockholders will be called once Aeroflex has determined when it will be in a position to mail to stockholders a new proxy statement concerning the Veritas merger agreement. The Aeroflex Board of Directors has specified June 4, 2007 as the record date for the purpose of determining the stockholders who will be entitled to receive notice of, and to vote at, the new special meeting.
The closing of the transaction with Veritas Capital is subject to the approval of Aeroflex's stockholders and other customary conditions.
Veritas Capital, Golden Gate Capital, and Goldman Sachs are providing financing for the transaction.