20 May 14. Aeroflex Holding Corp. (ARX), a leading global provider of high performance microelectronic components and test and measurement equipment, has entered into a merger agreement with Cobham plc (LSE:COB.LN), a UK-listed company that designs and manufactures a wide range of equipment, specialized systems and components for the aerospace, defense, energy, and electronics industries. Under the terms of the transaction, Cobham will acquire Aeroflex for $10.50 per share in cash. Total transaction value is approximately $1.46bn, including the assumption of Aeroflex’s net debt of $540m at March 31, 2014. The agreement, which has been approved by Aeroflex’s Board of Directors, represents a premium of approximately 26.1% over Aeroflex’s closing stock price on May 19, 2014, the last trading day prior to the announcement of the transaction, and a 28.4% premium to Aeroflex’s volume-weighted average price over the prior 30 trading days. The transaction, which is expected to close during the third calendar quarter of 2014, is subject to regulatory approvals, including the Committee on Foreign Investment in the United States and Hart–Scott–Rodino Antitrust Improvements Act of 1976, the approval of Aeroflex and Cobham stockholders, as well as customary closing conditions. Veritas Capital Fund III, L.P., Golden Gate Private Equity, Inc. and GS Direct, L.L.C. have committed to vote in favor of (and not participate in any litigation challenging) this transaction, subject to the terms and conditions of a voting agreement entered into by such parties and Cobham. Goldman, Sachs & Co. is acting as lead financial advisor and Stifel is acting as co-financial advisor to the Company. Schulte Roth & Zabel LLP is acting as legal counsel and Richards Layton & Finger, P.A. is acting as special Delaware legal counsel. (Source: Yahoo!/BUSINESS WIRE)
22 May 14. QinetiQ Preliminary Results for the year ended 31 March 2014. Net cash £170.5m £74.0m; Underlying earnings per share* 16.0p 18.9p; Full year dividend per share 4.60p 3.80p; Operating profit/(loss) £24.0m £(121.4)m; Profit/(loss) before tax £4.1m £(137.0)m; Loss after tax £(12.7)m £(133.2)m; Earnings per share –basic (1.9)p (20.5)p
Headlines
Return to organic growth in EMEA Services; Reduction in US conflict-related product sales and profits against strong prior year; New Proxy Board and Chairman to help reposition US Global Products; Sale of US Services after the year end creating a stronger, more focused Group ; Net impact of US Services sale, capital return and debt pay-down expected to enhance EPS; Initiating previously announced £150m share buyback on completion of disposal; Balance sheet strengthened by high cash conversion and DB pension closure to future accrual; Maintaining expectations for overall Group performance in the current financial year ; Continuing Group better positioned to deliver rising sustainable earnings; 21% increase in full year dividend reflecting confidence in Organic-Plus strategy
Leo Quinn, QinetiQ Chief Executive Officer said, “Four years ago, QinetiQ faced significant challenges. Our response has been to build a stronger Group from the ground up: leaner, debt-free and focused on those capabilities most needed by our customers following the recent reset in defence budgets. The sale of US Services is a key milestone in the Group’s transformation. From this foundation, our people are working hard across QinetiQ to deliver our growth strategy. In continuing uncertain markets, our EMEA Services division has achieved its first sales uplift in five years with all the core services businesses playing their part. A new Proxy Board and Chairman were appointed
22 May014. QinetiQ earnings fall as US defence spending cuts continue.
On course: the defence and technology company is confident its overhaul strategy is working QinetiQ posted a fall in full-year earnings as the FTSE 250 company continued to be hit by government cutbacks on military spending. The forme