Cobham plc to acquire Aeroflex for $1.46 billion

PLAINVIEW, N.Y., 21 May 2014. Aeroflex Holding Corp. (NYSE:ARX), a provider of high performance microelectronic components and test and measurement equipment, 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.

PLAINVIEW, N.Y., 21 May 2014. Aeroflex Holding Corp. (NYSE:ARX), a provider of high performance microelectronic components and test and measurement equipment, 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 with a total transaction value of approximately $1.46 billion, including the assumption of Aeroflex’s net debt of $540 million as of 31 March 2014.

“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,” says Aeroflex Chief Executive Officer Len Borow.

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.

Aeroflex Holding Corp. is a leading global provider of high performance microelectronic components, and test and measurement equipment used by companies in the space, avionics, defense, commercial wireless communications, medical, and other markets.

Cobham offers a range of technologies and services to solve challenging problems across commercial, defense, and security markets, from deep space to the depths of the ocean, including air-to-air refueling; aviation services; audio, video, and data communications, including satellite communications; defense electronics; and life support and mission equipment.

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