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ATTENTION FORMER AEROFLEX HOLDING CORP. STOCKHOLDERS - The Weiser Law Firm, P.C. Announces Notice of Case Dismissal and Mootness Fee Resolution
[November 30, 2015]

ATTENTION FORMER AEROFLEX HOLDING CORP. STOCKHOLDERS - The Weiser Law Firm, P.C. Announces Notice of Case Dismissal and Mootness Fee Resolution


On September 12, 2014, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 19, 2014 (the "Merger Agreement"), Army Acquisition Corp., a wholly owned subsidiary of Cobham, plc, merged with and into Aeroflex (News - Alert) Holding Corp. ("Aeroflex"), with Aeroflex surviving the merger, and holders of the outstanding shares of Aeroflex common stock becoming entitled to receive $10.50 per share (the "Merger").

Following the announcement of the Merger on June 3, 2014, a purported Aeroflex stockholder named Ramon Acevedo, on behalf of himself and all others similarly situated, filed a complaint in the Delaware Court of Chancery captioned Acevedo v. Aeroflex Holding Corp., et al., C.A. No. 9730-VCL (the "Acevedo Action"), alleging, among other things, that Hugh Evans, Leonard Borow, John Buyko, Ramzi M. Musallam, Prescott H. Ashe, Joe Benavides, Bradley J. Gross, John D. Knoll, Richard Nottenburg, Benjamin M. Polk, Charles S. Ream, Mark H. Ronald and Peter J. Schoomaker (the "Board," and together with Aeroflex, the "Aeroflex Defendants") had breached their fiduciary duties in connection with their consideration and approval of the Merger Agreement, and that Aeroflex, Cobham and Merger Sub (together with the Aeroflex Defendants, "Defendants") had aided and abetted those breaches of fiduciary duty.

Also on June 3, 2014, another purported Aeroflex stockholder, Tom Turberg, on behalf of himself and all others similarly situated, filed a complaint in the Supreme Court of the State of New York captioned Turberg v. Aeroflex Holding Corporation, et al., Index No. 602528/2014 (the "Turberg Action"), alleging, among other things, that the Board had breached its fiduciary duties in connection with its consideration and approval of the Merger Agreement, and that Aeroflex, Cobham and Merger Sub had aided and abetted those breaches of fiduciary duty.

After arm's-length negotiations, the parties reached an agreement to settle both the Acevedo Action and the Turberg Action, subject to approval of the Court, on the basis of the inclusion of supplemental disclosures, which were filed with the Securities and Exchange Commission on August 15, 2014, and certain modifications to the Merger Agreement, which were made on August 15, 2014 (the "Settlement").

On July 8, 2015, the Court of Chancery held a hearing to consider the Settlement, but refused to approve it. On August 10, 2015, the Court of Chancery granted Defendants' Joint Motion to Dismiss Plaintiff's Amended Verified Class Action Complaint and retained jurisdiction to consider any application for an award of attorneys' fees & expenses by either Acevedo or Turberg.

On October 28, 2015, counsel for Turberg filed a stipulation dismissing the Turberg Action with prejudice.

Cobham has agreed, after arm's-length negotiations, to pay plaintiffs in the Turberg Action and the Acevedo Action a fee and expense payment of $265,000. No Court has approved, and no Court will approve, the fee payment. A copy of this Notice is also available at http://www.aeroflex.com/latest-news.

The names and addresses of counsel for the parties in the Acevedo Action and the Turberg Action are as follows:





         
For Plaintiff For the Aeroflex Defendants:
Ramon Acevedo:

 

Seth D. Rigrodsky

Gregory V. Varallo

Brian D. Long

Kevin M. Gallagher

Gina M. Serra

RICHARDS, LAYTON & FINGER, P.A.

RIGRODSKY & LONG, P.A. One Rodney Square
2 Righter Parkway, Suite 120 920 North King Street
Wilmington, Delaware 19803 Wilmington, Delaware 19801
Tel.: (302) 295-5310 Tel.: (302) 651-7700
 
Michael E. Swartz

James M. Ficaro

Jennifer M. Opheim
THE WEISER LAW FIRM, P.C. SCHULTE ROTH & ZABEL LLP
22 Cassatt Avenue 919 Third Avenue
Berwyn, Pennsylvania 19312 New York, New York 10022

Tel.: (610) 225-2677

Tel.: (212) 756-2000
 
 
For Plaintiff

For Defendants Cobham plc, Army Acquisition Corp.

Tom Turberg:

 

 
Juan E. Monteverde Edward P. Welch
James M. Wilson, Jr. Cliff C. Gardner
FARUQI & FARUQI, LLP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

369 Lexington Avenue, 10th Floor

One Rodney Square

New York, New York 10017

P.O. Box (News - Alert) 636

Tel.: (212) 983-9330

Wilmington, Delaware 19899-0636

Tel.: (302) 651-3000

 



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