Tuesday, April 12, 2011 8:29:54 AM
AML Communications Signs a Definitive Merger Agreement with Microsemi Corporation
CAMARILLO, Calif., Apr 12, 2011 (BUSINESS WIRE) -- AML Communications, Inc.
(AMLJ) today announced that it had signed a definitive agreement and plan of
merger with Microsemi Corporation (MSCC) and a wholly-owned subsidiary of
Microsemi (the "Microsemi Merger Agreement"). Microsemi shall acquire AML for
$2.50 per share in cash, subject to the terms and conditions of the Microsemi
Merger Agreement. The transaction is subject to customary closing conditions,
including the approval of AML Communications' stockholders, and is expected to
close around the end of June, 2011.
As previously announced, AML entered into an Agreement and Plan of Merger on
February 13, 2011 with Anaren, Inc. and a wholly-owned subsidiary of Anaren (the
"Anaren Merger Agreement"), pursuant to which Anaren agreed to acquire AML for
$2.15 per share in cash.
On April 5, 2011, Microsemi submitted its formal binding offer to acquire all of
the outstanding shares of AML common stock for $2.50 per share in cash. On April
6, 2011, AML notified Anaren of AML's receipt of Microsemi's offer and AML's
intent to withdraw its recommendation in favor of the pending merger transaction
between AML and Anaren unless Anaren matched or exceeded Microsemi's offer. Since
Anaren did not match or exceed Microsemi's offer within three business days,
AML's board of directors has recommended that its stockholders vote against the
merger with Anaren and instead vote in favor of the merger with Microsemi. AML
executed the definitive Microsemi Merger Agreement on April 11, 2011.
About AML Communications
AML Communications is a designer, manufacturer, and marketer of microelectronic
assemblies for the defense industry. Its key customers include Raytheon, Lockheed
Martin, Northrop Grumman, L-3 Communications, BAE, and others. The Company's
extensive range of microwave products can be found in leading defense projects.
For more information, visit http://www.amlj.com.
Forward Looking Statements
This press release contains forward-looking statements made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, the Company's views
on future profitability, commercial revenues, market growth, capital
requirements, new product introductions, and are generally identified by words
such as "thinks," "anticipates," "believes," "estimates," "expects," "intends,"
"plans," "schedules," and similar words. Forward-looking statements are not
guarantees of future performance and are inherently subject to uncertainties and
other factors which could cause actual results to differ materially from the
forward-looking statements. These factors and uncertainties include: reductions
or cancellations in orders from new or existing customers; success in the design
of new products; the opportunity for future orders from domestic and
international customers including, in particular defense customers; general
economic conditions; the limited number of potential customers; variability in
gross margins on new products; inability to deliver products as forecast; failure
to acquire new customers; continued or new deterioration of business and economic
conditions in the wireless communications industry; and intensely competitive
industry conditions with increasing price competition. The Company refers
interested persons to its most recent Annual Report on Form 10-K and its other
SEC filings for a description of additional uncertainties and factors that may
affect forward-looking statements. Forward-looking statements are based on
information presently available to senior management, and the Company has not
assumed any duty to update its forward-looking statements.
SOURCE: AML Communications, Inc.
AML Communications, Inc.
Jacob Inbar, President and Chief Executive Officer
805-388-1345 x201
Copyright Business Wire 2011
CAMARILLO, Calif., Apr 12, 2011 (BUSINESS WIRE) -- AML Communications, Inc.
(AMLJ) today announced that it had signed a definitive agreement and plan of
merger with Microsemi Corporation (MSCC) and a wholly-owned subsidiary of
Microsemi (the "Microsemi Merger Agreement"). Microsemi shall acquire AML for
$2.50 per share in cash, subject to the terms and conditions of the Microsemi
Merger Agreement. The transaction is subject to customary closing conditions,
including the approval of AML Communications' stockholders, and is expected to
close around the end of June, 2011.
As previously announced, AML entered into an Agreement and Plan of Merger on
February 13, 2011 with Anaren, Inc. and a wholly-owned subsidiary of Anaren (the
"Anaren Merger Agreement"), pursuant to which Anaren agreed to acquire AML for
$2.15 per share in cash.
On April 5, 2011, Microsemi submitted its formal binding offer to acquire all of
the outstanding shares of AML common stock for $2.50 per share in cash. On April
6, 2011, AML notified Anaren of AML's receipt of Microsemi's offer and AML's
intent to withdraw its recommendation in favor of the pending merger transaction
between AML and Anaren unless Anaren matched or exceeded Microsemi's offer. Since
Anaren did not match or exceed Microsemi's offer within three business days,
AML's board of directors has recommended that its stockholders vote against the
merger with Anaren and instead vote in favor of the merger with Microsemi. AML
executed the definitive Microsemi Merger Agreement on April 11, 2011.
About AML Communications
AML Communications is a designer, manufacturer, and marketer of microelectronic
assemblies for the defense industry. Its key customers include Raytheon, Lockheed
Martin, Northrop Grumman, L-3 Communications, BAE, and others. The Company's
extensive range of microwave products can be found in leading defense projects.
For more information, visit http://www.amlj.com.
Forward Looking Statements
This press release contains forward-looking statements made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, the Company's views
on future profitability, commercial revenues, market growth, capital
requirements, new product introductions, and are generally identified by words
such as "thinks," "anticipates," "believes," "estimates," "expects," "intends,"
"plans," "schedules," and similar words. Forward-looking statements are not
guarantees of future performance and are inherently subject to uncertainties and
other factors which could cause actual results to differ materially from the
forward-looking statements. These factors and uncertainties include: reductions
or cancellations in orders from new or existing customers; success in the design
of new products; the opportunity for future orders from domestic and
international customers including, in particular defense customers; general
economic conditions; the limited number of potential customers; variability in
gross margins on new products; inability to deliver products as forecast; failure
to acquire new customers; continued or new deterioration of business and economic
conditions in the wireless communications industry; and intensely competitive
industry conditions with increasing price competition. The Company refers
interested persons to its most recent Annual Report on Form 10-K and its other
SEC filings for a description of additional uncertainties and factors that may
affect forward-looking statements. Forward-looking statements are based on
information presently available to senior management, and the Company has not
assumed any duty to update its forward-looking statements.
SOURCE: AML Communications, Inc.
AML Communications, Inc.
Jacob Inbar, President and Chief Executive Officer
805-388-1345 x201
Copyright Business Wire 2011
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