Cobham has announced the acquisition of Aeroflex (NYSE:ARX) for approximately $1.46 Billion, at $10.50 per share in cash. The agreement, which has been approved by Aeroflex’s Board of Directors, represents a premium of approximately 26.1% over the closing stock price on May 19, 2014, the last trading day prior to the announcement of the transaction. This includes the assumption of Aeroflex’s net debt of $540 million at March 31, 2014.
Cobham designs and manufactures a wide range of equipment, specialized systems and components for the aerospace, defense, energy, and electronics industries. This acquisition seems like a good fit, as Aeroflex should benefit from the larger scale, market presence, and resources of the combined organization.
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.
