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2012-08-08


Mercury Computer Systems Completes Acquisition of Micronetics


CHELMSFORD, Mass. - August 8, 2012 - Mercury Computer Systems, Inc. (NASDAQ: MRCY, www.mc.com), a trusted provider of commercially developed application-ready ISR and EW subsystems for defense prime contractors, today announced the closing of its previously announced acquisition of Micronetics (NASDAQ: NOIZ), a leading designer and manufacturer of microwave and radio frequency (RF) subsystems and components for defense and commercial customers. The closing follows the satisfaction of all conditions to the closing of the transaction, including approval of the transaction by Micronetics’ stockholders. Micronetics’ common stock has ceased trading on the NASDAQ Capital Market.

Pursuant to the terms of the merger agreement, Mercury acquired Micronetics for $14.80 per share. This represented a fully diluted equity value of $71.7 million and an enterprise value of $74.9 million, including $3.2 million of net debt as of the closing date. As previously announced, the transaction was funded with available cash.

“We’re extremely pleased that the Micronetics transaction was completed on schedule; the next step is executing a seamless integration,” said Mark Aslett, President and CEO of Mercury. “The acquisition is directly aligned with our strategy of expanding our capabilities, services and offerings along the sensor processing chain. Micronetics has built a great business and delivered solid value for their shareholders and now we look forward to taking it to the next level.”

For more information, visit mc.com/Micronetics.

Mercury Computer Systems, Inc. – Where Challenges Drive Innovation® 

Mercury Computer Systems (www.mc.com, NASDAQ: MRCY) is a best-of-breed provider of open, commercially developed, application-ready, multi-INT subsystems for defense prime contractors. With over 30 years of experience in embedded computing, superior domain expertise in radar, EW, EO/IR, C4I and sonar applications, and more than 300 successful program deployments including Aegis, Global Hawk and Predator, Mercury’s Services and Systems Integration (SSI) team leads the industry in partnering with customers to design and integrate system-level solutions that minimize program risk, maximize application portability and accelerate customers’ time to market.

Mercury is based in Chelmsford, Massachusetts, and serves customers worldwide through a broad network of direct sales offices, subsidiaries and distributors. 

Forward-Looking Safe Harbor Statement 

This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “probable,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in the U.S. Government’s interpretation of federal procurement rules and regulations, market acceptance of the Company's products, shortages in components, production delays due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions and divestitures or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export regulations, increases in tax rates, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as are discussed in the Company's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2011. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

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Contact: 
Kevin Bisson, CFO
Mercury Computer Systems, Inc.
978.967.1990 

Challenges Drive Innovation, Ensemble and Echotek are registered trademarks and Application Ready Subsystem and ARS are trademarks of Mercury Computer Systems, Inc. Other product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.