Aeroflex (ARXX) Receives Revised Bid From Veritas Capital

May 21, 2007 10:03 AM EDT

Aeroflex Incorporated (Nasdaq: ARXX) has received, from Veritas Capital, a revised non-binding proposal for the acquisition of Aeroflex in which Aeroflex's stockholders would receive $14.50 per share in cash and option holders would be cashed out at the excess of $14.50 and the option exercise price.

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, which would include various conditions to consummation of the transaction, including approval by Aeroflex's stockholders.

Aeroflex said 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, under which Aeroflex's stockholders would have received $14.00 per share as a dividend and retained in the aggregate 21.2% of the fully diluted common equity in a significantly leveraged Aeroflex.

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.

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