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Military Microwaves Supplement
Anaren Inc. announced the signing of a definitive merger agreement under which Anaren will be acquired by an affiliate of The Veritas Capital Fund IV L.P. (Veritas Capital) for $28.00 per share in cash. The purchase price reflects a premium of approximately 12.4 percent over the closing price of Anaren common stock of $24.91 on November 1, 2013, the last day of trading prior to this announcement, a 42.8 percent premium over the closing price of Anaren common stock of $19.61 on April 15, 2013, which was the last close of trading before Vintage Capital Management LLC (Vintage Capital) made an offer of $23.00 per share following the close of trading on April 15, 2013, and a 21.7 percent premium over the $23.00 per share offer from Vintage Capital. The transaction is valued at approximately $381 million. The independent committee of Anaren’s board of directors unanimously recommended and the Board unanimously approved the merger agreement.
"Veritas Capital is pleased to be associated with Anaren, which has a long history of providing market-leading technology and products to the defense, wireless communications, medical and industrial markets. We are excited to support Larry Sala and his talented team in continuing to provide customers with cost effective and advanced solutions, and in accelerating the growth of the company’s innovative technologies in current and adjacent markets," said Hugh Evans, Partner of Veritas Capital.
"With its extensive technology and industry experience and strong track record of fostering growth in its portfolio companies, Veritas Capital is an excellent partner for Anaren. Our board of directors and management team believe this transaction provides significant value for our shareholders and will provide considerable benefits for Anaren's customers and employees," said Larry Sala, Anaren’s chairman, president and CEO. "We are very excited by the prospect of working with Veritas Capital, leveraging their expertise and financial resources to continue to grow Anaren's business while providing our customers with state-of-the-art technology, high quality products and best-in-class customer service that they have come to expect from Anaren. We will continue to support all the customers, markets and product areas in which we are currently involved."
The transaction is subject to Anaren shareholder approval, and is also subject to customary regulatory and other closing conditions. The transaction is not subject to any financing conditions.
The company and the independent committee’s financial and legal advisors are Moelis & Company LLC, Houlihan Lokey Capital Inc., Bond Schoeneck & King PLLC and Dorsey & Whitney LLP, respectively. Veritas Capital’s legal advisor is Skadden, Arps, Slate, Meagher & Flom LLP.