1 [MEGATEST LOGO] PRESS RELEASE MEGATEST CORPORATION 1321 RIDDER PARK DRIVE SAN JOSE, CA 95131-2806 TEL. NO. 408-437-9700 FAX 408-451-3201 FOR MORE INFORMATION, CONTACT: Paul W. Emery, II Rae Anne Chalmers Chief Financial Officer Manager, Investor Relations Megatest Corporation Megatest Corporation (408) 441-3170 (408) 451-3255 TERADYNE, MEGATEST ANNOUNCE AGREEMENT TO MERGE FOR IMMEDIATE RELEASE September 6, 1995 BOSTON, MA Teradyne, Inc. and Megatest Corporation today announced that the two companies have entered into a definitive merger agreement. Under the terms of the proposed merger, which will take the form of a pooling of interests, each Megatest stockholder will receive between 0.8333 and 0.9091 share of Teradyne stock for each share of Megatest stock, the exact ratio depending on the market price of Teradyne common stock during the period prior to the completion of the transaction. At the closing price for Teradyne stock on September 1, the agreement values Megatest's currently outstanding shares at approximately $245 million. The transaction is subject to certain conditions, including anti-trust clearance under the Hart-Scott-Rodino Act and approval by Megatest stockholders. It is expected that the transaction will close in January, 1996. Teradyne, Inc., based in Boston Massachusetts, is a leading manufacturer of automatic test equipment and connection systems for the electronics and telecommunications industries. Its sales in the year ending December 31, 1994 were $677 million, and it employs more than 4,000 people worldwide. Its stock is listed on the New York Stock Exchange under the symbol TER. Megatest Corporation, based in San Jose, California, manufactures several lines of semiconductor test systems. Its sales in the fiscal year ending August 31, 1994 were $100 million. It employs 550 people worldwide. Its stock is traded on the NASDAQ National Capital Market under the symbol MEGT. 6