IFR Systems to be Acquired by Aeroflex

April 16, 2002


Witchita, KS - Apr 15, 2002 - IFR Systems has entered into a definitive agreement for to be acquired by Aeroflex. The transaction is valued at about $60 million, including the retirement of IFR Systems' bank indebtedness. Under the terms of the agreement, Aeroflex will commence a cash tender offer for all outstanding shares of IFR Systems' common stock for $1.35 per share followed by a merger at the same per share price.

As part of the agreement, IFR's banks have agreed to accept $48.8 million as payment for all obligations, which is about $35 million less than the amount owed to them. IFR's banks have also agreed to forbear immediate collection of IFR's defaulted loan until August 30, 2002, or the earlier termination of the proposed tender offer.



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