Aeroflex Incorporated Signs Letter of Intent to Acquire UTMC Microelectronic Systems, Inc.

PLAINVIEW, N.Y.--(BUSINESS WIRE)--November 17, 1998--Aeroflex Incorporated (NYSE Symbol: ARX), announced today that it has signed a Letter of Intent to acquire the integrated circuit operations of UTMC Microelectronic Systems, Inc. (UTMC) from United Technologies Corp. (NYSE Symbol: UTX) acting through its Hamilton Standard division. The $46 million all cash transaction is planned to close by early January, 1999 and is subject to standard conditions, including that Aeroflex satisfactorily complete its due diligence investigation, obtain financing for a portion of the purchase price and obtain certain required approvals, including regulatory approval.

UTMC is a leader in supplying radiation-hardened integrated circuits for satellite communications. UTMC's Commercial RadHard(tm) products, services and foundry partners are expected to compliment Aeroflex' line of microelectronic module and interconnect products for the communications marketplace. UTMC is headquartered in Colorado Springs, CO and owns over 100,000 square feet of space dedicated to design, engineering, test and assembly and administration. For its most recent twelve months ended October 31, 1998, UTMC reported sales of approximately $34 million for its integrated circuit operations.

"The addition of UTMC to our microelectronics business segment will be an important building block in our strategy to provide more content in communications platforms, primarily in the satellite communication area," said Leonard Borow, Executive Vice President and Chief Operating Officer of Aeroflex Incorporated. "Utilizing UTMC's intellectual property, we will be able to offer our customers silicon based integrated circuits in addition to the microelectronic modules and interconnects we are presently supplying. In addition, UTMC's technical expertise, as well as their facilities in Colorado Springs, will offer Aeroflex flexibility and synergy in our future design, manufacturing and assembly requirements."

Aeroflex Incorporated through its subsidiaries, utilizes advanced technologies to provide state-of-the-art microelectronic module, interconnect and testing solutions used in communication applications for commercial and defense markets. It also designs and manufactures motion control systems and shock and vibration isolation systems used for commercial, industrial and defense applications.

This news release does not constitute an offer to sell or the solicitation of offers to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. Except for historical information contained in this news release, the matters discussed are forward looking statements that involve risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and pricing; capacity and supply constraints or difficulties; product development, commercialization or technological difficulties; the regulatory and trade environment; the ability of the Company to integrate the production facilities of the company to be acquired; whether the acquisition will be consummated as anticipated; and the risk factors reported from time to time in the Company's SEC reports.