Aeroflex Receives Notice That Affiliates of General Atlantic and Francisco Partners Will Not Match the Veritas Capital Superior Proposal.

PLAINVIEW, N.Y. -- Aeroflex Incorporated (Nasdaq: ARXX) announced today that it has received a letter from an affiliate of General Atlantic and Francisco Partners stating that General Atlantic and Francisco Partners waive their rights under the merger agreement to submit a revised proposal for the acquisition of Aeroflex. The affiliate of General Atlantic and Francisco Partners further demanded payment of a fee and expenses in accordance with the merger agreement. Aeroflex will not reach a determination on whether to terminate the merger agreement with affiliates of General Atlantic and Francisco Partners until its Board of Directors meets on Friday, May 25, 2007.

Aeroflex's special meeting of stockholders will not be held on May 30, 2007. If Aeroflex's Board of Directors determines to enter into an agreement with respect to the superior proposal received from Veritas Capital, the time of the new special meeting will be set in the near future.

About Aeroflex

Aeroflex Incorporated (Nasdaq: ARXX) is a global provider of high technology solutions to the aerospace, defense, cellular 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 SAP Small Cap 600 index. Additional information concerning Aeroflex Incorporated can be found on the Company's Web site: www.aeroflex.com.

Forward Looking Statements

This release contains forward-looking statements, which are subject to various risks and uncertainties. Discussion of risks and uncertainties that could cause actual results to differ materially from management's current projections, forecasts, estimates and expectations is contained in Aeroflex's filings with the SEC. Specifically, Aeroflex makes reference to the section entitled "Risk Factors" in its annual and quarterly reports. In addition to the risks and uncertainties set forth in Aeroflex's SEC reports or periodic reports, the proposed transaction mentioned in this release could be affected by, among other things, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Aeroflex and others related to the merger agreement; failure to obtain stockholder approval or any other failure to satisfy other conditions required to complete the merger, including required regulatory approvals; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the amount of the costs, fees, expenses and charges related to the merger and the execution of certain financings that will be obtained to consummate the merger; and the impact of the substantial indebtedness incurred to finance the consummation of the merger.

Additional Information and Where to Find It

Additional information is set forth in Aeroflex's definitive proxy statement, filed with the SEC on April 26, 2007 and furnished to Aeroflex's stockholders. STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT DISTRIBUTED TO STOCKHOLDERS BECAUSE IT CONTAINS IMPORTANT INFORMATION. Aeroflex's stockholders are able to obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. Aeroflex's stockholders are also able to obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail or telephone to the Corporate Secretary, Aeroflex Incorporated, 35 South Service Road, P.O. Box 6022, Plainview, New York 11803, telephone: [phone], or from Aeroflex's website, http://www.aeroflex.com.