Aeroflex Incorporated Announces Agreement In Principle for Acquisition of Ubinetics Test and Measurement Division
20 May 2005 09:33
Transaction Expected to be Accretive to GAAP and Pro Forma EPS Within the First Fiscal Year
Aeroflex Incorporated (Nasdaq Symbol: ARXX), a leading designer, developer and manufacturer of automated testing solutions and microelectronics for the aerospace, defense and broadband communications markets, announced today that it has reached an agreement in principle to acquire the Test and Measurement Division (“SPG”) of UbiNetics Holdings Limited for cash of approximately $81 million. A definitive agreement has not yet been signed.
SPG, headquartered in Melbourn, England, is a leading developer, manufacturer and integrator of wireless test and measurement solutions specific to commercial wireless product development organizations and service operators. Its products address two primary wireless applications – infrastructure testing and mobile handset testing. SPG’s products focus on global wireless standards (i.e. 2/2.5G, 3/3.5G) and the supply of handset emulation products and load analysis tools that are designed to assist with the research and development of handset and infrastructure products and the effective deployment of wireless networks.
Michael Gorin, Vice Chairman and CFO of Aeroflex said: “For the twelve months ended 31 March 2005, SPG had sales of approximately $34 million and operating income before exceptional items of more than 20%. The acquisition is expected to both produce significant operating synergies and be accretive to fiscal 2006 earnings on both a GAAP and pro forma basis. In addition to the purchase price paid at closing, the seller has the opportunity to earn up to an additional $4 million, depending on the actual level of sales and gross margin in excess of agreed upon levels for the twelve months ending 30 June 2006.”
Len Borow, Vice Chairman and COO of Aeroflex said: “The addition of SPG’s wireless test and measurement products and technologies is expected to enhance Aeroflex’s wireless product portfolio and is designed to enable us to provide more complete testing solutions for the development, manufacturing and service markets and to have greater exposure to the research and development labs of the world’s leading network vendors and operators. The UbiNetics name is recognized worldwide as a leading provider of wireless testing solutions which has garnered them a market leadership position and a top tier customer base. We believe that there is a significant synergy between SPG and Aeroflex’s Test Solutions division, which is expected to lead to important opportunities for future product developments.”
Aeroflex expects to hold a conference call on Monday, 23 May 2005 at 9:00 am (EDT) to discuss the UbiNetics transaction. The dial-in number for calls made in the United States is +1 800 299 0433 and outside the United States is +1 617 801 9712, Participant Code: 23778776. There will also be a replay of the call starting at approximately 11:00 am (EDT) on Monday 23 May 2005 and ending at 11:59 pm (EDT) on Monday 30 May 2005. The telephone number for the replay is +1 888 286 8010 in the United States and +1 617 801 6888 outside of the United States, Passcode: 75372204 for both. This call is being webcast by CCBN and can be accessed at Aeroflex’s website at www.aeroflex.com. This webcast will be archived on that site for one year.
For more information on this company:
Aeroflex - RF and Microwave Test Sets, Signal Generators and Phase Noise Measurement Systems
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