AML Communications, Inc. (OTCBB: AMLJ) today announced that it had
signed a definitive agreement and plan of merger with Microsemi
Corporation (Nasdaq: 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 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.
