AML Communications Signs a Definitive Merger Agreement with Microsemi Corporation

Tue, 04/19/2011 - 9:40am
CAMARILLO, Calif. -- (BUSINESS WIRE) -- AML Communications, Inc. today announced that it had signed a definitive agreement and plan of merger with Microsemi Corporation 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.


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