Herley Industries, Inc. Announces Final Approval to Settle Consolidated Stockholder Derivative Action

LANCASTER, Pa., July 14 /PRNewswire-FirstCall/ -- John A. Thonet, Chairman of the Board for Herley Industries, Inc. (Nasdaq: HRLY), announced today the approval of the preliminary agreement announced on May 10, 2010 to settle all stockholder derivative actions originally filed in 2006 in the United States District Court for the Eastern District of Pennsylvania at Docket No. 06-CV-2964 (JRS).   Following a hearing on July 9, 2010, the Honorable Juan R. Sanchez, United States District Judge, found the settlement to be fair, reasonable and in the best interest of all parties.  Accordingly, he signed an order approving the settlement and dismissing the case.

Under the terms of the settlement, Herley has agreed to institute certain corporate governance practices relating to the Board of Directors structure, directors' independence, nomination and election procedures for directors, related party transactions, director stock ownership, and oversight policies.  Herley's Board is committed to the implementation of best practices in the area of corporate governance and believes that the agreed upon practices are consistent with that commitment.  Also as part of the settlement, Herley agreed to pay $975,000 for fees and costs in pursuit of the consolidated derivative action.  All of the defendants and the Company continue to deny any breach of fiduciary duties or any other improper actions alleged in the complaint. The settlement agreement was previously included as an exhibit to the Current Report on Form 8-K, reporting the tentative settlement, filed with the Securities and Exchange Commission on May 12, 2010.

Mr. Thonet, commented, "We are very pleased to have a final settlement and dismissal of the stockholder derivative actions.  As we announced on July 2,  an agreement has also been reached, which has been preliminarily approved by the Court, to settle all securities class actions originally filed in 2006 in the United States District Court for the Eastern District of Pennsylvania, consolidated at In re Herley Industries, Inc. Securities Litigation, Docket No. 06-cv-2596 (JRS).  Herley's Board of Directors and management are satisfied that the outcomes achieved in both cases are in the best interests of Herley.  With these significant legal matters behind us, we look forward to entering a new fiscal year without the distraction and financial burdens arising from complex litigation."

Mr. Thonet continued, "In spite of the difficulties of the last few years, Herley has consistently produced quality hardware and systems, maintained strong bookings, and successfully expanded into new technologies.  That success can be credited to our talented and loyal employees and to the customers who consistently demonstrated their confidence in Herley's products and services.  As we go forward, we are we are eager to sharpen even further our focus on performance and strategic growth."

Herley Industries, Inc. is a leader in the design, development and manufacture of microwave technology solutions for the defense, aerospace and medical industries worldwide. Based in Lancaster, PA, Herley has seven manufacturing locations and approximately 1000 employees. Additional information about the company can be found on the Internet at www.herley.com.

Safe Harbor Statement - Except for the historical information contained herein, this release may contain forward-looking statements. Such statements are inherently subject to risks and uncertainties. Forward-looking statements involve various important assumptions, risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this discussion can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "plan," "intend," "may," "should" or the negative of these terms or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements, cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely development of new products, difficulties in manufacturing, commercialization and trade difficulties and current economic conditions, including the potential for significant changes in US defense spending under the current Administration which could affect future funding of programs and allocations within the budget to various programs as well as the factors set forth in this report and in our public filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  

SOURCE Herley Industries, Inc.