Veritas Capital to Acquire Aeroflex

Aeroflex Incorporated (Nasdaq: ARXX) announced that, in light of the superior proposal received from Veritas Capital of $14.50 per share in cash, it has terminated the merger agreement with affiliates of General Atlantic and Francisco Partners and entered into a new merger agreement with subsidiaries of Veritas in a transaction valued at approximately $1.1 billion.

As reported yesterday, the special meeting of Aeroflex stockholders that had been scheduled for May 30, 2007 to consider the merger agreement with affiliates of General Atlantic and Francisco Partners will not be held. A new special meeting of Aeroflex stockholders will be called once Aeroflex has determined when it will be in a position to mail to stockholders a new proxy statement concerning the Veritas merger agreement. The Aeroflex Board of Directors has specified June 4, 2007 as the record date for the purpose of determining the stockholders who will be entitled to receive notice of, and to vote at, the new special meeting.

The closing of the transaction with Veritas Capital is subject to the approval of Aeroflex’s stockholders and other customary conditions.

Bear, Stearns & Co. Inc. and Banc of America Securities LLC served as Aeroflex’s financial advisors in connection with the transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as Aeroflex’s legal counsel.

Veritas Capital, Golden Gate Capital and Goldman Sachs are providing financing for the transaction. Schulte Roth & Zabel LLP served as legal counsel to Veritas Capital. Kirkland & Ellis LLP served as legal counsel to Golden Gate Capital. Fried, Frank, Harris, Shriver & Jacobson LLP served as legal counsel to Goldman Sachs.

Aeroflex will file a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) with further details concerning this transaction.

About Aeroflex
Aeroflex Incorporated (Nasdaq: ARXX) is a global provider of high technology solutions to the aerospace, defense, cellular and broadband communications markets. The Company’s diverse technologies allow it to design, develop, manufacture and market a broad range of test, measurement and microelectronic products. The Company’s common stock trades on the Nasdaq National Market System under the symbol ARXX and is included in the SAP Small Cap 600 index.