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Aeroflex Incorporated Announces Early Participation Results

^{Published on 2010-11-22 05:30:23 - Market Wire}
 

PLAINVIEW, N.Y.--([ BUSINESS WIRE ])--Aeroflex Incorporated (aAeroflexa), a wholly owned subsidiary of Aeroflex Holding Corp. (NYSE:ARX) (aAeroflex Holdinga) announced today the early participation results of both its tender offer to purchase for cash a portion of the amount outstanding under its 11.75% Senior Notes due 2015 (CUSIP No. 007768AD6) (the aNotes,a and the offer to purchase the Notes, the aNotes Offera) and a loan buy back process for a portion of the amount outstanding under its 11.75% Senior Subordinated Unsecured Term Loans (the aTerm Loan,a and the offer to buy-back the Term Loan, the aTerm Loan Offer,a and the Term Loan Offer together with the Notes Offer, the aOffersa). Based on the count provided by the depositary for the Notes Offer, $32,155,000.00 aggregate principal amount of Notes was validly tendered (and not validly withdrawn) on or before 5:00 p.m., New York City time on November 19, 2010 (the aEarly Participation Timea). As of the Early Participation Time, $128,353,237.05 aggregate principal amount of the Term Loan was validly tendered (and not validly withdrawn). The Offers are scheduled to expire at 12:00 Midnight, New York City time, on December 6, 2010, unless extended or earlier terminated (the aExpiration Timea).

Aeroflex will accept Notes and principal amounts of the Term Loan (together referred to as aDebta) tendered on or before the Early Participation Time at a price determined in accordance with a modified Dutch auction procedure as specified in the Offer to Purchase for the Notes and the Offer to Purchase for the Term Loan, each dated November 5, 2010 (as they may be amended or supplemented from time to time, together, the aOffers to Purchasea). The Offers will be funded with a portion of the proceeds from the initial public offering (the aIPOa) of Aeroflex Holding. On November 18, 2010, Aeroflex Holding announced the pricing of its IPO of 17,250,000 shares of common stock at a price of $13.50 per share and that it had granted the underwriters a 30-day option to purchase up to 2,587,500 addition shares to cover over-allotments, if any. Up to $187.25 million in the aggregate (the aMaximum Purchase Amounta) will be used to fund the Offers. The Maximum Purchase Amount may be increased or decreased as set forth in the Offers to Purchase. The aClearing Premiuma for the Offers will be the lowest single premium for all tenders of Debt such that the Company will be able to spend the Maximum Purchase Amount. The base bid price for the Notes Offer is $1,070.00 per Note and the maximum bid price for the Notes Offer is $1,110.00 per Note. The base bid price for the Term Loan Offer is $1,070.00 per $1,000 of principal amount outstanding and the maximum bid price for the Term Loan Offer is $1,110.00 per $1,000 of principal amount outstanding. Holders who tendered Debt before the Early Participation Time will, upon acceptance, receive the total consideration, which includes an early participation premium. Holders who tender Debt after the Early Participation Time, but before the Expiration Time, will, upon acceptance, receive the tender offer consideration but not the early participation premium. To the extent the Offers are not consummated, the total consideration, the early participation premium and the tender offer consideration, will not be paid in respect of any Debt tendered in connection with the Offers.

The withdrawal deadline for the Offers was 5:00 p.m., New York City time, on November 19, 2010 (the aWithdrawal Deadlinea). Holders who tender Debt after the Withdrawal Deadline but at or prior to the Expiration Time may not withdraw the Debt tendered pursuant to an Offer.

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

Aeroflex has retained Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. and/or their respective affiliates to act as dealer managers for the Notes Offer and as auction managers with respect to the Term Loan Offer. Questions regarding the Offers may be directed to Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free) or Goldman, Sachs & Co. at (212) 902-5183 (collect) or (800) 828-3182 (toll-free). Requests for documents in connection with the Notes Offer may be directed to Global Bondholder Services Corporation, the information agent for the Notes Offer at (212) 430-3774 or (866) 470-3700 (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 or sale 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 Aeroflexa™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 Offers and Aeroflexa™s financial position and liquidity giving effect to the transactions contemplated by the Offers. When used in this press release, words such as aanticipate,a abelieve,a aestimate,a aexpect,a aintenda 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 Aeroflexa™s management, as well as assumptions made by and information currently available to its management. Actual results, risks and assumptions relating to the Offers 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 Offers; 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.