News Release from: IFR Systems
Edited by the Electronicstalk Editorial Team on 17 April 2002
IFR to sell out to Aeroflex
IFR Systems has entered into a definitive agreement to be acquired by Aeroflex.
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IFR Systems has entered into a definitive agreement to be acquired by Aeroflex. The transaction is valued at approximately $60 million in cash, including the retirement of IFR Systems' bank indebtedness. Jeffrey Bloomer, CEO and President of IFR Systems, said, "The company is currently undercapitalised and cash constrained; our board felt that it was in the best interests of shareholders, employees and lenders to approve this transaction.
By combining IFR with Aeroflex, which has a market capitalisation of approximately $750 million, we will be better positioned to capitalise on opportunities that were not otherwise available to us".
Michael Gorin, President of Aeroflex, said, "We at Aeroflex are pleased that IFR's Board of Directors and lending banks have unanimously endorsed the transaction.
IFR's test instrument and systems product line complements our test solutions product line with a minimum of overlap and is expected to result in significant synergies in both sales and operating income.
In addition, this transaction will significantly enhance our market presence in the UK, European and Asia Pacific regions".
Under the terms of the agreement, Aeroflex will commence a cash tender offer for all outstanding shares of IFR Systems' common stock for $1.35 per share followed by a merger at the same per share price.
As part of the agreement, IFR's banks have agreed to accept $48.8 million as payment in full for all obligations, which is approximately $35 million less than the amount owed to them.
IFR's banks have also agreed to forbear immediate collection of IFR's defaulted loan until 30th August 2002 or the earlier termination of the proposed tender offer.
This transaction has been unanimously approved by the Board of Directors of each company and is subject to various conditions.
The transaction is expected to be completed by the end of the second calendar quarter, 2002.
TM Capital Corp acted as financial adviser to IFR Systems in connection with this transaction.
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