Aeroflex Incorporated Announces Agreement in Principle for Acquisition of UbiNetics Test & Measurement Division; Transaction Expected to Be Accretive to GAAP and Pro Forma EPS Within the First Fiscal Year; Aeroflex to Host Conference Call.

PLAINVIEW, N.Y. -- Aeroflex Incorporated (Nasdaq Symbol: ARXX), a leading designer, developer and manufacturer of automated testing solutions and microelectronics for the aerospace, defense and broadband communications markets, announced today that it has reached an agreement in principle to acquire the Test and Measurement Division ("SPG") of UbiNetics Holdings Limited for cash of approximately $81 million. A definitive agreement has not yet been signed.

SPG, headquartered in Melbourn, England, is a leading developer, manufacturer and integrator of wireless test and measurement solutions specific to commercial wireless product development organizations and service operators. Its products address two primary wireless applications - infrastructure testing and mobile handset testing. SPG's products focus on global wireless standards (i.e. 2/2.5G, 3/3.5G) and the supply of handset emulation products and load analysis tools that are designed to assist with the research and development of handset and infrastructure products and the effective deployment of wireless networks.

Michael Gorin, Vice Chairman and CFO of Aeroflex said, "For the twelve months ended March 31, 2005, SPG had sales of approximately $34 million and operating income before exceptional items of more than 20%. The acquisition is expected to both produce significant operating synergies and be accretive to fiscal 2006 earnings on both a GAAP and pro forma basis. In addition to the purchase price paid at closing, the seller has the opportunity to earn up to an additional $4 million, depending on the actual level of sales and gross margin in excess of agreed upon levels for the twelve months ending June 30, 2006."

Len Borow, Vice Chairman and COO of Aeroflex said, "The addition of SPG's wireless test and measurement products and technologies is expected to enhance Aeroflex's wireless product portfolio and is designed to enable us to provide more complete testing solutions for the development, manufacturing and service markets and to have greater exposure to the research and development labs of the world's leading network vendors and operators. The UbiNetics name is recognized worldwide as a leading provider of wireless testing solutions which has garnered them a market leadership position and a top tier customer base. We believe that there is a significant synergy between SPG and Aeroflex's Test Solutions division, which is expected to lead to important opportunities for future product developments."

Aeroflex expects to hold a conference call on Monday, May 23, 2005 at 9:00 a.m. (EDT) to discuss the UbiNetics transaction. The dial-in number for calls made in the United States is 1-800-299-0433 and outside the United States is 617-801-9712, Participant Code: 23778776. There will also be a replay of the call starting at approximately 11:00 a.m. (EDT) on Monday, May 23, 2005 and ending at 11:59 p.m. (EDT) on Monday, May 30, 2005. The telephone number for the replay is 1-888-286-8010 in the United States and 617-801-6888 outside of the United States, Passcode: 75372204 for both. This call is being webcast by CCBN and can be accessed at Aeroflex's website at www.aeroflex.com. This webcast will be archived on that site for one year.

About Aeroflex

Aeroflex Incorporated is a global provider of high technology solutions to the aerospace, defense and broadband communications markets. The Company's diverse technologies allow it to design, develop, manufacture and market a broad range of test, measurement and microelectronic products. The Company's common stock trades on the Nasdaq National Market System under the symbol ARXX and is included in the S&P SmallCap 600 index. Additional information concerning Aeroflex Incorporated can be found on the Company's Web site: www.aeroflex.com.

All statements other than statements of historical fact included in this press release regarding Aeroflex's financial position, business outlook, business strategy and plans and objectives of its management for future operations are forward-looking statements. When used in this press release, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to Aeroflex or its management, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Aeroflex's management, as well as assumptions made by and information currently available to its management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, competitive factors and pricing pressures, the integration of the business of JcAir, Inc., changes in legal and regulatory requirements, technological change or difficulties, product development risks, commercialization difficulties and general economic conditions. Such statements reflect our current views with respect to the future and are subject to these and other risks, uncertainties and assumptions relating to Aeroflex's financial condition, results of operations, growth strategy and liquidity. Aeroflex does not undertake any obligation to update such forward-looking statements.