NEWS
RELEASE
FOR IMMEDIATE RELEASE
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FOR FURTHER INFORMATION CONTACT:
Investor Inquiries: Media Inquiries:
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Michael Gorin Andrew Merrill, David Pitts
President and Chief Financial Officer The Abernathy MacGregor Group
(516) 694-6700 (212) 371-5999
AEROFLEX INCORPORATED
EXTENDS SUBSEQUENT OFFERING PERIOD
OF TENDER OFFER FOR
IFR SYSTEMS, INC.
PLAINVIEW, NY June 4, 2002 Aeroflex Incorporated (Nasdaq Symbol: ARXX) announced
today the extension of the subsequent offering period of its tender offer for
all of the outstanding shares of IFR Systems, Inc. (Nasdaq Symbol: IFRS), at a
price of $1.35 per share. The initial period of the subsequent offering period
expired at 11:59 p.m., New York City time, on Monday, June 3, 2002.
Based on information provided by American Stock Transfer & Trust Company, the
depositary for the tender offer, approximately 7,273,333 shares of IFR were
tendered (including approximately 5,250 shares tendered by notice of guaranteed
delivery) through the initial expiration of the subsequent offering period
(including shares purchased in the initial period of the tender offer). This
number of shares represents approximately 87.8% of the outstanding shares of
IFR. Aeroflex, through its wholly owned subsidiary Testco Acquisition Corp.,
accepted for payment all shares validly tendered during the subsequent offering
period as such shares were tendered.
In accordance with the terms of the merger agreement among Aeroflex, IFR and
Testco Acquisition, Aeroflex has determined to extend the subsequent offering
period for the IFR tender offer until 11:59 p.m. New York City time on Friday,
June 14, 2002. As previously announced, during the subsequent offering period
shares of IFR will be accepted and promptly paid for as they are tendered. The
same price paid during the initial offering is extended through the subsequent
offering period: $1.35 per share, net to the seller in cash. Shares that are
tendered during the subsequent offering period may not be withdrawn. In
accordance with applicable law, the subsequent offering period may not be
further extended.
To tender shares during the subsequent offering period, IFR stockholders should
use the letter of transmittal that was previously sent to IFR stockholders.
Additional copies of the letter of transmittal and related documents can be
obtained from MacKenzie Partners, Inc., the information agent for the offer, at
(800) 322-2885.
Any remaining publicly held shares after the subsequent offering period will be
acquired for $1.35 per share in a subsequent second-step merger transaction upon
satisfaction or waiver of the conditions to the merger under the merger
agreement, including the approval of the merger agreement by holders of shares
if required by applicable law. As a result of the purchase of shares by Testco
Acquisition in the tender offer, Testco has sufficient voting power to approve
the merger without the vote of any other holder of shares. In addition, if
Testco acquires 90% or more of the outstanding shares pursuant to the tender
offer (including during the subsequent offering period), pursuant to the option
to purchase shares granted by IFR under the merger agreement, or otherwise, then
the merger would be completed without a vote of holders of shares, in accordance
with applicable law.
About Aeroflex
Aeroflex Incorporated, through its subsidiaries, designs, develops and
manufactures state-of-the-art microelectronic module, integrated circuit,
interconnect and testing solutions used in broadband communication applications.
The Company's common stock trades on the Nasdaq National Market System under the
symbol ARXX and is included in the S&P SmallCap 600 index. Additional
information concerning Aeroflex Incorporated can be found on the Company's Web
site: www.aeroflex.com.
About IFR
IFR is a leading designer and manufacturer of advanced wireless test solutions
for communications, avionics and general test and measurement applications. For
more information about IFR in the United States, contact: IFR, 10200 West York
Street, Wichita, Kansas, 67215-8999. Contact IFR via e-mail at info@IFRSys.com,
on the Web at www.IFRSys.com, or by telephone at (800) 835-2352 or (316)
522-4981.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only through the offer to
purchase, letter of transmittal and related tender documents (the "Tender Offer
Documents") filed by Aeroflex Incorporated with the Securities and Exchange
Commission ("SEC") on April 19, 2002 as exhibits to Aeroflex's Tender Offer
Statement on Schedule TO, as amended. In addition, IFR Systems, Inc. also filed
with the SEC on April 19, 2002 a Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Solicitation/Recommendation Statement") with respect to the
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offer. Investors and security holders are strongly advised to read the Tender
Offer Documents and the Solicitation/Recommendation Statement because they
contain important information that should be read carefully before any decision
is made with respect to the offer. Investors and security holders may obtain a
free copy of these statements and other documents filed by both Aeroflex
Incorporated and IFR Systems, Inc. at the SEC's website, http://www.sec.gov. In
addition, the Tender Offer Documents and Solicitation/Recommendation Statement
may be obtained free by directing such requests to MacKenzie Partners, Inc., the
Information Agent for the offer, at (800) 322-2885, Aeroflex Incorporated at
(516) 694-6700 or IFR Systems, Inc. at (316) 522-4981.
All statements other than statements of historical fact included in this press
release regarding Aeroflex's financial position, business outlook, business
strategy and plans and objectives of its management for future operations are
forward-looking statements. When used in this press release, words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as they relate to Aeroflex or its management, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of
Aeroflex's management, as well as assumptions made by and information currently
available to its management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors,
including but not limited to, competitive factors and pricing pressures,
completion of the merger and integration of the business of IFR, changes in
legal and regulatory requirements, technological change or difficulties, product
development risks, commercialization difficulties and general economic
conditions. Such statements reflect our current views with respect to the future
and are subject to these and other risks, uncertainties and assumptions relating
to Aeroflex's financial condition, results of operations, growth strategy and
liquidity.
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