Micronetics, Inc. (NASDAQ: NOIZ) announced today that it has signed a memorandum of understanding to settle the previously disclosed class action lawsuit captioned In re Micronetics, Inc. Shareholder Litigation, C.A. No. 7626-VCP pending in the Delaware Court of Chancery and the lawsuit in the New Hampshire Superior Court entitled Constantinescu v. Micronetics, et al., No. 226-2012-CV-490 and the newly-filed action in the United States District Court for the District of New Hampshire entitled Joshi v. Micronetics, Inc., et al., No. 1:12-CV-00285 (collectively, the “Merger Litigation”). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of June 8, 2012, by and among Mercury Computer Systems, Inc. (NASDAQ: MRCY, www.mc.com) (“Mercury”), a new Mercury subsidiary, and Micronetics.
Micronetics agreed to the settlement solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. The settlement provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the conditional certification of the Merger Litigation as a non opt-out class action pursuant to Court of Chancery Rule 23 on behalf of a class consisting of all record and beneficial owners of Micronetics common stock during the period beginning on June 10, 2012, through the date of the consummation of the proposed merger, including any and all of their respective successors in interest, predecessors, representatives, and the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation. The settlement will not affect the merger consideration to be received by Micronetics stockholders or the timing of the special meeting of Micronetics stockholders scheduled for August 8, 2012.