Veritas offers Aeroflex $14.50 per share; General Atlantic, Francisco Partners deal still on the table

By Lisa Kerner

Charlotte, N.C., May 21 - Aeroflex Inc.'s board of directors said it would meet "in the near future" to discuss Veritas Capital's revised offer for the company that gives stockholders $14.50 per share in cash, up from a previous offer of $14.00 per share. Option holders would be cashed out at the excess of $14.50 and the option exercise price.

The revised proposal is subject to termination of Aeroflex's merger agreement with affiliates of General Atlantic and Francisco Partners, execution of a definitive merger agreement and shareholder approval.

Under the merger agreement with affiliates of General Atlantic and Francisco Partners, which remains in effect, Aeroflex is required to pay a break-up fee of between $22.5 million and $37.5 million plus expenses if it terminates the merger agreement in order to enter into a transaction agreement with Veritas Capital, a previous news release stated.

On March 30, Aeroflex announced details of the proposed $780 million senior secured credit facility that will be used to help fund its buyout by General Atlantic and Francisco Partners. The facility consists of a $60 million revolver, a $475 million first-lien term loan and a $245 million second-lien term loan.

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

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