Bids and Buyouts

Oxford, MS 4/6/2011 (Penny PayDay) -- Microsemi Corporation (Nasdaq:MSCC) announced today, in a press release, that it has submitted a proposal to acquire AML Communications, Inc. (OTCBB:AMLJ) for $2.50 per share in an all-cash transaction. The total transaction value would be approximately $28 million, net of AML Communications' projected cash balance at closing.

According to the press release, AML Communications had previously entered into a definitive merger agreement with Anaren, Inc. on February 14, 2011 whereby Anaren would acquire all of AML's outstanding shares of common stock for $2.15 per share in an all-cash transaction. Microsemi's acquisition proposal represents a 16% premium to the offer made by Anaren and has been deemed a superior offer by AML Communications' Board of Directors. As a result, AML Communications' Board of Directors has delivered a notice to Anaren of its intent to withdraw its recommendation of the current Anaren transaction to the AML Communications stockholders.

Headquartered in Camarillo, CA, AML Communications is a provider of microwave amplifiers and subsystems for defense electronics applications. The Company has a broad product portfolio and is a key supplier to major defense programs with Raytheon, Lockheed Martin, Northrop Grumman, L-3 Communications, BAE, and others, according to the press release.

James J. Peterson, Microsemi President and Chief Executive Officer stated, "RF components are increasingly important in today's defense programs and Unmanned Aerial Vehicle (UAV) systems. The acquisition of AML Communications would add scale and complementary technology to Microsemi's fast-growing RF component and subsystems product offering, enabling us to deliver ever more advanced RF solutions to our customers. Additionally, we expect this transaction would be immediately accretive to Microsemi earnings."

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AML (OTC:AMLJ) to Be Acquired by Anaren (NASDAQ:ANEN) for $2.15 per Share

Anaren (NASDAQ:ANEN) and AML Communications (OTC:AMLJ) today jointly announced the signing of a definitive merger agreement whereby Anaren, through a subsidiary, has agreed to acquire all of AML's outstanding shares of common stock for $2.15 per share in an all-cash transaction, representing an equity value of approximately $29.3 million and an enterprise value of approximately $22.6 million. As I write, shares of Anaren are down slightly at $21.23 per share on light volume and shares of AML are up nearly 50 percent at $2.07 per share on heavy volume of nearly 1 million shares.

AML is based in California and is a provider of microwave amplifiers and integrated assemblies for defense electronics applications. Upon completion of the acquisition, AML will become a wholly owned subsidiary of Anaren and will be reported within Anaren's Space & Defense Group. C. K. Cooper & Company served as financial advisor to AML Communications on this transaction.

The transaction has been unanimously approved by the Board of Directors of each company. The acquisition is subject to various closing conditions, including, among other things, the approval of AML's stockholders. The transaction will be funded by Anaren's current cash and investments and is expected to close during Anaren's fiscal 2011 fourth quarter ending June 30, 2011. Anaren anticipates that the acquisition will be accretive to Anaren within the first year of the transaction's completion.

Lawrence A. Sala, Chairman, President and CEO of Anaren said, "We are very pleased to have reached this agreement with AML and believe the acquisition is consistent with Anaren's growth, profitability, and innovation strategies. AML's leading microwave amplifier technology is an excellent fit for the Space & Defense Group's strategy to expand its technology base in order to capture a broader array of subsystem opportunities at our defense OEM customers."

Jacob Inbar, Chairman, President and CEO of AML said, "We are excited about joining the Anaren team and the many new business and technology opportunities we can jointly pursue as a result. Moreover, the transaction provides our shareholders a significant premium to the recent trading price of their common stock. Being part of a larger organization will offer new and exciting opportunities for our employees; and we are confident AML's current customers will benefit from our combined broader technology portfolio and manufacturing capabilities made possible by the acquisition."

Anaren designs, manufactures and sells complex microwave components and subsystems for the wireless communications, satellite communications and defense electronics markets.

For more information on Anaren's products, visit www.anaren.com.

AML is a designer, manufacturer, and marketer of microelectronic assemblies for the defense industry. AML's range of microwave products can be found in defense projects.

For more information on AML's products, visit www.amlj.com.

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