Aeroflex: Veritas offer superior, ready to terminate deal with General Atlantic and Francisco Partners

By Lisa Kerner

Charlotte, N.C., May 22 - Aeroflex Inc.'s board of directors determined that the revised $14.50 per share offer from Veritas Capital constitutes a superior proposal and as a result, it is prepared to terminate its agreement with an affiliate of General Atlantic and Francisco Partners.

The affiliate has three business days in which to make a new offer that could be superior or Aeroflex will terminate the agreement. Under the agreement, Aeroflex will have to pay General Atlantic and Francisco Partners a termination fee of $15 million, plus expenses up to $7.5 million, according to a company news release.

General Atlantic and Francisco Partners have contested the board's determination that Veritas is an "excluded party," and may claim to be entitled to a $30 million fee from Aeroflex, plus the payment of General Atlantic's and Francisco Partners' expenses up to $7.5 million, in the event of a termination of the merger agreement by Aeroflex

Aeroflex is a Plainview, N.Y., provider of high technology services to the aerospace, defense, cellular and broadband communications markets.

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