Cobham to Buy Aeroflex for $1.46B

Below is a press release submitted by Cobham PLC on the $1.45 billion acquisition of Aeroflex. Cobham Antenna Systems has a location at 11 Continental Drive in Exeter.

PLAINVIEW, N.Y. – May 20, 2014 – Aeroflex Holding Corp. (NYSE:ARX), a leading global provider of high performance microelectronic components and test and measurement equipment, today announced that it has entered into a merger agreement with Cobham plc (LSE: COB.LN), a UK-listed company that 
designs and manufactures a wide range of equipment, specialized systems and components for the aerospace, defense, energy, and electronics industries. Under the terms of the transaction, Cobham will acquire Aeroflex for $10.50 per share in cash.

Total transaction value is approximately $1.46 billion, including the assumption of Aeroflex’s net debt of $540 million at March 31, 2014. 
 
The agreement, which has been approved by Aeroflex’s Board of Directors, represents a premium of approximately 26.1% over Aeroflex’s closing stock price on May 19, 2014, the last trading day prior to the announcement of the transaction, and a 28.4% premium to Aeroflex’s volume-weighted average 
price over the prior 30 trading days. 
 
“This all-cash, premium transaction provides significant and immediate value to our stockholders,” said Len Borow, Aeroflex’s Chief Executive Officer. “We believe Aeroflex and Cobham are a natural fit and that Aeroflex will benefit from the larger scale, market presence, and resources of the combined 
organization. We look forward to working with Cobham to ensure a seamless integration for our teams and customers around the world.” 
 
The transaction, which is expected to close during the third calendar quarter of 2014, is subject to regulatory approvals, including the Committee on Foreign Investment in the United States and Hart–Scott–Rodino Antitrust Improvements Act of 1976, the approval of Aeroflex and Cobham stockholders, as well as customary closing conditions. Veritas Capital Fund III, L.P., Golden Gate Private Equity, Inc.and GS Direct, L.L.C. have committed to vote in favor of (and not participate in any litigation challenging) this transaction, subject to the terms and conditions of a voting agreement entered into by such parties and Cobham. 
 
Goldman, Sachs & Co. is acting as lead financial advisor and Stifel is acting as co-financial advisor to the Company. Schulte Roth & Zabel LLP is acting as legal counsel and Richards Layton & Finger, P.A. is acting as special Delaware legal counsel.