NEWS RELEASE
FOR IMMEDIATE RELEASE
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
PURCHASES SHARES IN TENDER OFFER FOR
IFR SYSTEMS, INC.
PLAINVIEW, NY -May 20, 2002 - Aeroflex Incorporated (Nasdaq Symbol: ARXX)
announced today the successful completion 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 offer expired at 12:00 noon, New York City
time, on Monday, May 20, 2002.
Based on information provided by American Stock Transfer &Trust Company,
the depositary for the tender offer, approximately 6,940,836 shares of IFR
were tendered (including approximately 284,813 shares tendered by notice of
guaranteed delivery). This number of shares represents approximately 75.1 %
of the outstanding shares of IFR on a fully diluted basis. Aeroflex,
through its wholly owned subsidiary Testco Acquisition Corp., has accepted
for payment all shares validly tendered and not properly withdrawn prior to
the expiration of the offer.
In accordance with the terms of the merger agreement among Aeroflex, IFR
and Testco Acquisition, Aeroflex has determined to provide a subsequent
offering period for the IFR tender offer. The subsequent offering period
began today at 12:01 p.m. New York City time and expires at 11:59 p.m. New
York City time on Monday, June 3, 2002. 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not be withdrawn. 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.
Simultaneously with the acceptance for purchase of shares in the tender
offer and in accordance with the merger agreement, Aeroflex loaned to IFR
$48.8 million and IFR paid to the lenders under IFR's credit agreement
approximately $49 million in full satisfaction of the approximately $84
million owed to the lenders under the credit agreement.
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 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.