British aerospace and defense contractor Cobham said Tuesday it has agreed to acquire Plainview, N.Y.-based microelectronics and test equipment maker Aeroflex Holding Corp., in a deal valued at $1.46 billion.
Under the the transaction’s terms, Cobham—which makes radio frequency and microwave circuitry and components for satellite and wireless communications, both military and civilian—will pay $10.50 apiece in cash for each outstanding share of common and restricted Aeroflex stock, or $940 million all told.
The purchase price represents a 26 percent premium over Aeroflex’s closing share price on Monday. In addition to the cash changing hands, Cobham has agreed to assume $540 million in Aeroflex debt.
“We believe Aeroflex and Cobham are a natural fit and that Aeroflex will benefit from the larger scale, market presence and resources of the combined organization,” Aeroflex CEO Len Borow said in a press release announcing the deal, which is expected to close in the year’s third quarter, pending the approval of regulators and both companies’ shareholders.
Aeroflex is being advised on the deal by a Schulte Roth & Zabel team led by mergers and acquisition partner John Pollack and environmental partner Howard Epstein. The other lawyers from the firm working on the matter include intellectual property partner Robert Kiesel, securities partner Michael Littenberg, employment and employee benefits partner Laurence Moss, finance partner Ronald Risdon, tax partner Kurt Rosell, antitrust partner Michael Swartz and real estate partner Julian Wise. Antitrust special counsel Michael Cutini, securities special counsel Farzad Damania, real estate special counsel Seth Henslovitz, intellectual property special counsel Scott Kareff and finance special counsel Lynn Tanner are also working on the matter, as are associates Kristen Poole and Pavel Shaitanoff.
Schulte Roth advised The Veritas Capital Fund III LP on its $1.2 billion buyout, with co-investors, of Aeroflex, according to the firm’s website. It subsequently represented Aeroflex in connection with its initial public offering in 2010, and has handled various securities and and mergers and acquisitions matters in the years since.
Edward Wactlar serves as Aeroflex’s senior vice president and general counsel. Benjamin Polk, who served as a Schulte Roth partner from 2004 until 2011, sits on the Aeroflex board of directors, according to the company’s website.
Aeroflex is also being advised on the matter by attorneys from several other firms. Patton Boggs partner Mary Beth Bosco is providing outside counsel to the company on some regulatory matters, while Hogan Lovells is handling issues in the United Kingdom with a team that includes corporate partner Tom Brassington, corporate of counsel Philip Corser and antitrust partner Angus Coulter. Richards Layton & Finger is acting as special Delaware legal counsel to the company via directors Greg Varallo and William Haubert.
For its part, Cobham has turned to Skadden, Arps, Slate, Meagher & Flom as its outside counsel on the acquisition. The Skadden team working on the matter includes New York-based mergers and acquisitions partners Peter Atkins and Eric Cochran; Washington, D.C.-based antitrust partners C. Benjamin Crisman, Jr. and John Lyons; and Palo Alto-based executive compensation and benefits partner Joseph Yaffe. The Skadden associates working on the deal are Christopher Barlow, Alexandra McCormack, Joseph Penko and Joseph Rancour.
Cobham North American general counsel Bruce Almquist is leading the company’s in-house efforts on the transaction.
Goldman Sachs and Stifel Corp. are serving as Aeroflex’s financial advisers on the deal. Cobham is relying on Bank of America Merrill Lynch, Citigroup and UBS for financial advice.