Micronetics, Inc. (NASDAQ: NOIZ) announced today that it has signed a definitive merger agreement with Mercury Computer Systems, Inc. (NASDAQ: MRCY, www.mc.com) and a new Mercury subsidiary under which Mercury will acquire Micronetics for $14.80 per common share in cash. The transaction is valued at approximately $75.4 million, which includes the assumption of Micronetics net debt. This price represents a premium of approximately 97.6% to Micronetics closing price of $7.49 on June 8, 2012.
The transaction is subject to customary closing conditions, including approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if necessary, and the approval of Micronetics shareholders. The Boards of Directors of both Micronetics and Mercury have unanimously approved the transaction and the Micronetics Board of Directors has recommended that Micronetics shareholders vote in favor of the transaction. The transaction is currently expected to close within Micronetics’ fiscal 2013 second quarter ending September 30, 2012. Shareholders of Micronetics holding shares representing approximately 20.0% of the shares outstanding have entered into agreements with Mercury under which they have agreed to vote their shares in favor of the proposed merger.
"Around this time in 2001, Micronetics embarked on a strategy to increase the value it brought to its shareholders, customers, and employees,” commented David Robbins, CEO of Micronetics. "Since then we have grown from fewer than 50 people to over 200 employees, and increased revenue from a few million dollars per year to almost $46 million in our most recent fiscal year that ended on March 31, 2012. We have successfully completed 5 acquisitions, and grown to become an important supplier of microwave component and subsystems solutions to both the defense and commercial marketplace. After careful deliberation, we on the Board of Directors believe it is time that we seized the opportunity that validated and recognized our strategic and financial achievements, and at a price that represents a very attractive return for our shareholders."