PALO ALTO, Calif., Feb. 10, 2011 /PRNewswire/ -- At a special
meeting of stockholders held earlier today, the stockholders of CPI
International, Inc. (Nasdaq: CPII) adopted the merger agreement
between CPI International and an affiliate of The Veritas Capital
Fund IV, L.P. (Veritas Capital), and approved the transactions
contemplated thereby.
(Logo:
http://photos.prnewswire.com/prnh/20060426/CPILOGO)
At the special meeting of stockholders, there were 15,422,237
shares voted in person or by proxy, representing 93.18% of CPI
International's total outstanding shares as of the January 7, 2011 record date. Of those
shares that were voted, 15,420,863 shares were voted in favor of
adopting the merger agreement, representing 99.99% of the shares
that were voted and 93.17% of the shares outstanding as of the
record date.
The acquisition of CPI International by Veritas Capital remains
subject to a number of customary closing conditions. The
closing of the acquisition is expected to take place tomorrow,
February 11, 2011.
About CPI International, Inc.
CPI International, Inc., headquartered in Palo Alto, California, is the parent company
of Communications & Power Industries, Inc., a leading provider
of microwave, radio frequency, power and control solutions for
critical defense, communications, medical, scientific and other
applications. Communications & Power Industries, Inc.
develops, manufactures and distributes products used to generate,
amplify, transmit and receive high-power/high-frequency microwave
and radio frequency signals and/or provide power and control for
various applications. End-use applications of these systems
include the transmission of radar signals for navigation and
location; transmission of deception signals for electronic
countermeasures; transmission and amplification of voice, data and
video signals for broadcasting, Internet and other types of
commercial and military communications; providing power and control
for medical diagnostic imaging; and generating microwave energy for
radiation therapy in the treatment of cancer and for various
industrial and scientific applications.
About Veritas Capital
Founded in 1992 and headquartered in New York, Veritas Capital is a leading private
equity investment firm that invests in companies that provide
critical products and services to governments worldwide.
Since its founding, Veritas Capital has been involved as the
lead investor in transactions totaling more than $8 billion in value. For more information,
please visit http://www.veritascapital.com.
Certain statements included above constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements provide our
current expectations, beliefs or forecasts of future events.
Forward-looking statements are subject to known and unknown
risks and uncertainties, which could cause actual events or results
to differ materially from the results projected, expected or
implied by these forward looking statements. Such differences
may result from a variety of factors, including but not limited
to:
- legal or regulatory proceedings or other matters that affect
the timing or ability to complete the transactions as
contemplated;
- the possibility that the expected funding for the merger
will not be obtained;
- the possibility of disruption from the pending merger making
it more difficult to maintain business and operational
relationships;
- the possibility that the merger does not close, including
but not limited to, due to the failure to satisfy the closing
conditions; and
- developments beyond CPI's control, including but not limited
to: changes in domestic or global economic conditions, competitive
conditions and consumer preferences; adverse weather conditions or
natural disasters; health concerns; international, political or
military developments; and technological developments.
Additional factors that may cause results to differ
materially from those described in the forward-looking statements
are set forth in the Annual Report on Form 10-K of CPI for the
fiscal year ended October 1, 2010,
which was filed with the SEC on December 10,
2010, under the heading "Item 1A—Risk Factors" and in
subsequent reports on Forms 10-Q and 8-K and other filings made
with the SEC by CPI.
As a result of these uncertainties, you should not place
undue reliance on these forward-looking statements. All
future written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to in this section. New risks and uncertainties arise from
time to time, and it is impossible for us to predict these events
or how they may affect us. We undertake no duty or obligation
to publicly revise any forward-looking statement to reflect
circumstances or events occurring after the date hereof or to
reflect the occurrence of unanticipated events or changes in our
expectations.
SOURCE CPI International, Inc.
