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Aeroflex Incorporated Announces Early Participation Results of Tender Offer

Dépèche transmise le 9 mai 2011 par Business Wire

Aeroflex Incorporated Announces Early Participation Results of Tender Offer

PLAINVIEW, N.Y.--(BUSINESS WIRE)--Aeroflex Incorporated (“Aeroflex”), a wholly owned subsidiary of Aeroflex Holding Corp. (NYSE: ARX), announced today the early participation results of both its tender offer (the "Offer") and solicitation for consents (the "Consent Solicitation") for any and all of its outstanding 11.75% Senior Notes due 2015 (CUSIP No. 007768AD6) (the “Notes”). Based on the count provided by the depositary for the Offer and Consent Solicitation, $52,212,000 aggregate principal amount of Notes and related consents were validly tendered and delivered (and not validly withdrawn or revoked) on or before 12:00 Midnight, New York City time on May 6, 2011 (the “Early Participation Time”). The Offer and Consent Solicitation is scheduled to expire at 12:00 Midnight, New York City time, on May 20, 2011, unless extended or earlier terminated (the “Expiration Time”).

Aeroflex accepted Notes validly tendered (and not withdrawn) and consents validly delivered (and not revoked) on or before the Early Participation Time for an amount equal to $1,088.07 per $1,000.00 principal amount of the Notes, which includes the early participation premium of $20.00, as described in the Offer to Purchase, dated April 25, 2011 (the "Offer to Purchase"). The Offer will be funded with a portion of the proceeds from a new term loan under a senior secured credit facility. To the extent the Offer is not consummated, the total consideration, the early participation premium and the tender offer consideration, will not be paid in respect of any Notes tendered in connection with the Offer, and any consents received in connection with the Consent Solicitation shall be deemed revoked.

The withdrawal deadline for the Offer and Consent Solicitation was 12:00 midnight, New York City time, on May 6, 2011 (the “Withdrawal Deadline”). Holders who tender Notes and deliver consents after the Withdrawal Deadline but at or prior to the Expiration Time may not withdraw the Notes tendered or revoke consents delivered pursuant to the Offer and Consent Solicitation.

In addition, Aeroflex intends to purchase any Notes not tendered in the Offer and which remain outstanding either through open market purchases or by effecting the satisfaction and discharge of such Notes pursuant to the terms of the indenture under which the Notes have been issued.

The complete terms and conditions of the Offer and Consent Solicitation are set forth in the Offer to Purchase and related Letter of Transmittal, which have been sent to holders of the Notes. Holders are urged to read the applicable offer documents carefully before making any decision with respect to the Offer.

Aeroflex has retained J.P. Morgan Securities LLC to act as dealer manager for the Offer and solicitation agent for the Consent Solicitation. Questions regarding the Offer and/or the Consent Solicitation may be directed at (800) 245-8812 (toll free) or (212) 270-3994 (call collect).

Requests for documents in connection with the Offer and/or Consent Solicitation may be directed to Global Bondholder Services Corporation, the information agent for the Notes Offer at (212) 430-3774 or (866) 470-3800 (toll free).

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, sale or solicitation for consent is being made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Aeroflex

Aeroflex Incorporated is a leading global provider of microelectronic components and test and measurement equipment used by companies in the space, avionics, defense, commercial wireless communications, medical and other markets.

Forward-looking Statements

All statements other than statements of historical fact included in this press release regarding Aeroflex’s plans and objectives of its management for future operations are forward-looking statements, including, among other things, statements concerning the timing and completion of the Offer, the Consent Solicitation and Aeroflex's financial position and liquidity giving effect to the transactions contemplated by the Offer and Consent Solicitation. 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, risks and assumptions relating to the Offer or the Consent Solicitation could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, adverse developments in the global economy; adverse developments relating to the Offer or Consent Solicitation; the inability to continue to develop, manufacture and market innovative, customized products and services that meet customer requirements for performance and reliability; the termination of key contracts; and the failure to comply with regulations such as International Traffic in Arms Regulations and any changes in regulations. Such statements reflect the current views of management with respect to the future and are subject to certain risks, uncertainties and assumptions. Aeroflex does not undertake any obligation to update such forward-looking statements.