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Aeroflex to be acquired by Veritas; General Atlantic, Francisco Partners drop bid
By Jennifer Chiou and Angela McDaniels
New York, May 25 - Aeroflex Inc. said it agreed to be acquired by Veritas Capital for $14.50 per share in cash in a transaction valued at about $1.1 billion.
On May 22, Aeroflex's board said it determined that Veritas' revised $14.50 per share offer constituted a superior proposal to its merger agreement with General Atlantic and Francisco Partners.
The company then received a letter from an affiliate of General Atlantic and Francisco Partners stating that the companies will waive their right under the merger agreement to submit a revised proposal for the acquisition of Aeroflex, and Aeroflex terminated its merger agreement with the private equity firms on May 25.
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, which the affiliate sought out in the letter.
As already reported, 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 expenses up to $7.5 million.
A special meeting of shareholders to consider the merger agreement with General Atlantic and Francisco Partners scheduled for May 30 has been cancelled.
The date of the special meeting to consider the Veritas merger agreement is to be determined. Aeroflex said shareholders of record as of June 4 will be eligible to vote at the meeting.
Aeroflex is a Plainview, N.Y., provider of high technology services to the aerospace, defense, cellular and broadband communications markets.
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