Veritas Capital submits revised acquisition bid to Aeroflex

PLAINVIEW, N.Y., 23 May 2007.Aeroflex Inc. has received from Veritas Capital a revised non-binding proposal for the acquisition of Aeroflex. The revised proposal is not subject to any further due diligence by Veritas but is subject to termination of Aeroflex's merger agreement with affiliates of General Atlantic and Francisco Partners and execution of a definitive merger agreement.

An Aeroflex representative revealed that there is no assurance that the proposal from Veritas Capital will result in a definitive agreement or a consummated transaction.

This proposal modifies the original Veritas Capital proposal.

Aeroflex's Board of Directors plans to meet to consider the revised proposal from Veritas Capital in the near future.

Aeroflex stressed that the merger agreement with affiliates of General Atlantic and Francisco Partners remains in effect.

Until such time as Aeroflex's Board of Directors meets to consider the proposal from Veritas Capital and decides otherwise, Aeroflex's Board of Directors has not changed its recommendation regarding the proposed merger with an affiliate of General Atlantic and Francisco Partners.