Aeroflex (ARXX) Says Veritas Merger Proposal Superior
Aeroflex Incorporated (Nasdaq: ARXX) 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. In making this determination, the Board was assisted by Bear, Stearns & Co. Inc. and Banc of America Securities LLC, its financial advisors, and by Skadden, Arps, Slate, Meagher & Flom LLP, its outside legal counsel.
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.
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.
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