Aeroflex To Be Acquired by Cobham
plc For Approximately $1.46 Billion
Aeroflex Holding Corp. 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.
