PALO ALTO, Calif. -- CPI International, Inc. (Nasdaq: CPII) announced today the signing of a definitive merger agreement under which CPI International(CPI) will be acquired by an affiliate of Veritas Capital Fund IV (Veritas Capital) for $19.50 per share in cash. The purchase price reflects a premium of approximately 35 percent over the closing price of CPI common stock on November 24, 2010, and 38 percent over the average closing price of the CPI common stock for the 90 days ending November 24, 2010. The transaction is valued at approximately $525 million.

"Veritas Capital is pleased to be associated with the management and employees of CPI. The company has a long history of providing technology and product excellence to the defense, communications, medical and scientific markets. We look forward to continuing this tradition under our ownership, working with Joe Caldarelli and his team, by providing our customers with cost effective, advanced solutions to their important requirements," said Robert B. McKeon, founder, chairman and managing partner of Veritas Capital.

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