Aeroflex Sets Special Meeting Date for Adoption of Merger Agreement with General Atlantic and Francisco Partners.PLAINVIEW, N.Y. -- Aeroflex Incorporated (Nasdaq: ARXX) announced today that it will hold a special meeting of stockholders on Wednesday, May 30, 2007, at 10:00 a.m., local time, at the Garden City Hotel, Stewart Avenue, Garden City, New York Garden City, New York is a village in central Nassau County, New York in the USA, which was founded by multi-millionaire Alexander Turney Stewart in 1869. The village is located 18.5 miles to the east of mid-town Manhattan, on Long Island. 11530 for the purpose of considering the adoption of the merger agreement providing for the acquisition of Aeroflex by General Atlantic and Francisco Partners. Stockholders of record of Aeroflex as of the close of business on Monday, April 23, 2007, will be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to vote at the special meeting. Aeroflex currently expects that the definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. will be mailed to Aeroflex's stockholders on or about April 28, 2007. On April 11, 2007, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, as amended, in connection with the proposed merger. Aeroflex currently expects to complete the merger in the late spring or early summer of 2007, subject to the approval and adoption of the merger agreement by Aeroflex's stockholders and the satisfaction of other closing conditions. 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 The miniaturization of electronic circuits. See chip. 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. Forward Looking Statements This release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , 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 the 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 CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or that could give rise to the termination of the merger agreement; the outcome of any legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. 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 To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. the merger; and the impact of the substantial indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. incurred to finance the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the merger. Additional Information and Where to Find It In connection with the proposed merger, Aeroflex will file a definitive proxy statement with the SEC. The definitive proxy statement and a form of proxy will be mailed to the stockholders of Aeroflex. BEFORE MAKING ANY VOTING DECISION, AEROFLEX's STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Aeroflex's stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. Aeroflex's stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Corporate Secretary, Aeroflex Incorporated, 35 South Service Road, P.O. Box 6022, Plainview, New York Plainview is a hamlet (and census-designated place) located in the town of Oyster Bay, Nassau County, New York, USA. The population was 25,637 at the 2000 census. Plainview and its neighboring hamlet, Old Bethpage, share a school system, library, fire department and water 11803, telephone: (516) 694-6700, or from Aeroflex's website, http://www.aeroflex.com. Participants in the Solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual Aeroflex and its directors and officers may be deemed to be participants in the solicitation of proxies from Aeroflex's stockholders with respect to the merger. Information about Aeroflex's directors and executive officers and their ownership of Aeroflex's common stock is set forth in the proxy statement for Aeroflex's 2006 Annual Meeting of Stockholders, which was filed with the SEC on October 5, 2006. Stockholders may obtain additional information regarding the interests of Aeroflex and its directors and executive officers in the merger, which may be different than those of Aeroflex's stockholders generally, by reading the proxy statement and other relevant documents regarding the merger, when filed with the SEC. |
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