API Technologies Announces Completion of Acquisition by Affiliate of J.F. Lehman & Company

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API Technologies Corp., a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced the successful completion of the acquisition of API by an affiliate of private equity firm J.F. Lehman & Company (JFLCO).

Under the terms of the merger agreement governing the acquisition, API stockholders (other than JFLCO and any of its direct and indirect subsidiaries) will receive $2.00 in cash per share of common stock, without interest and less any applicable withholding taxes. A paying agent has been engaged to process the payment of merger consideration to the API common stockholders of record as of the effective time of the merger. Letters of transmittal (and associated instructions) enabling such API stockholders to deliver or transfer their shares to the paying agent in exchange for payment of the merger consideration will be distributed promptly. The stockholders should wait to receive the letter of transmittal before surrendering their share certificates.

In connection with the completion of the merger, today the Company requested that the NASDAQ Capital Market (“NASDAQ”) (i) suspend trading of its common stock on NASDAQ and (ii) file with the Securities and Exchange Commission a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the Company’s common stock from NASDAQ and to deregister the Company’s common stock under Section 12(b) of the Exchange Act. Pursuant to the Company’s requests to NASDAQ, the listing of the Company’s common stock on NASDAQ will be suspended upon conclusion of trading today. As a result, the Company’s common stock will no longer listed on NASDAQ.

Jefferies LLC acted as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation acted as legal advisor to API. Lazard acted as financial advisor and Blank Rome LLP and Jones Day acted as legal advisors to JFLCO.

About API Technologies Corp.

API Technologies is an innovative designer and manufacturer of high performance systems, subsystems, modules, and components for technically demanding RF, microwave, millimeterwave, electromagnetic, power, and security applications. A high-reliability technology pioneer with over 70 years of heritage, API Technologies products are used by global defense, industrial, and commercial customers in the areas of commercial aerospace, wireless communications, medical, oil and gas, electronic warfare, unmanned systems, C4ISR, missile defense, harsh environments, satellites, and space.  



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