Filed by GenRad, Inc.
Pursuant to Rule 425 under the Securities Act of
1933, as amended, and Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934, as amended
Subject Company: GenRad, Inc.
Commission File No.: 001-08045
FOR RELEASE
7 A.M. THURSDAY, AUGUST 2, 2001
Contact
Richard M. Miles
978-589-7144
GenRad Seeking Buyer for Diagnostics Unit
WESTFORD, MA, August 2, 2001---GenRad, Inc. [NYSE: GEN], a global leader in
electronics testing and manufacturing solutions, announced today that it has
decided to sell its Diagnostic Solutions business unit and has received an offer
from a British investment consortium.
The Diagnostic Solutions unit maintains headquarters in Manchester, UK, and
specializes in support of complex electronically controlled vehicles throughout
their lifecycle from design through manufacture to service.
Separately, GenRad announced that it has signed an agreement to be acquired by
Teradyne, Inc., [NYSE: TER].
"For over a year, we have sought to tighten our business focus, leverage the
competitiveness of our products and enhance the value of our shareholders'
investment," said Robert M. Dutkowsky, GenRad's chairman, president and CEO. "A
major advantage of the Diagnostic divestiture is that the unit will focus its
strategic energies on developing the potential of the telematics and automotive
service markets," Dutkowsky concluded.
ABOUT GENRAD, INC.
GenRad Inc. [NYSE: GEN] a global leader in electronics testing and production
solutions serving the world's leading original equipment [OEM] and electronics
manufacturing services [EMS] markets. GenRad's customers manufacture a wide
range of advanced technology products ranging from computer, telecommunications
and broadband networking devices to wireless products and enterprise hardware.
With 37 offices in 22 countries, GenRad is comprised of four business units,
each providing integrated hardware, software and service solutions.
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o Process Solutions focuses on in-circuit test, x-ray test and re-work
solutions enhanced by extensive software solutions providing total
production line management.
o Functional Solutions focuses on functional test platforms for
manufacturers of telecommunications, computers and automotive
electronics.
o Diagnostic Solutions focuses on service bay and manufacturing solutions
for transportation OEMs and independent service providers.
o Support and Services focuses on maintenance programs, on-site and
remote support, and training to help customers optimize their hardware
and software solutions.
Founded in 1915, GenRad employs about 1,300 people with worldwide headquarters
in Westford, MA, USA. Listed on the New York Stock Exchange since 1978, GenRad's
Web address is www.GenRad.com.
ABOUT TERADYNE
Teradyne (NYSE:TER) is the world's largest supplier of automatic test equipment
and is also a leading supplier of high performance interconnection systems.
Teradyne's test products are used by manufacturers of semiconductors, circuit
assemblies and voice and broadband telephone networks. Teradyne's backplane
assemblies and high-density connectors are used by manufacturers of
communications and computing systems central to building networking
infrastructure. The company had sales of $3 billion in 2000 and currently
employs about 9000 people, worldwide. For information on Teradyne visit
www.teradyne.com
SAFE HARBOR STATEMENT
Statements made in this press release which are not historical, including
statements regarding future performance; product capabilities and markets are
forward looking statements and as such are subject to a number of risks. Factors
that may cause results to differ materially from those projected are discussed
in GenRad's Annual Report on Form 10-K for the fiscal year ending December 30,
2000 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
under the section "Management's Discussion and Analysis of Financial Conditions
and Results of Operations - Factors That May Affect Future Results."
REQUIRED SEC FILING
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of GenRad by Teradyne, pursuant to an Agreement and Plan of
Merger, dated as of August 1, 2001, by and between GenRad and Teradyne. This
filing is being made in connection with Regulation of Takeovers and Security
Holder Communications [Release No. 33-7760] promulgated by the Securities and
Exchange Commission [SEC]. GenRad and its directors and executive officers may
be deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the Agreement and Plan of Merger.
Information concern any direct or indirect interest in the proposed merger of
GenRad's directors and executive officers, including their beneficial ownership
of GenRad common stock and the terms of change of control or similar
arrangements with certain of GenRad's executive officers, may be found in
GenRad's proxy statement filed with the SEC under Schedule 14A on April 6, 2001.
The proxy statement is available for free both on the SEC's Web site
[http://www.sec.gov] or by contacting Investor Relations at GenRad at
978-589-7000.
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In connection with the proposed merger, Teradyne will file a registration
statement on Form S-4 with the SEC. Shareholders of GenRad and other investors
are encouraged to read the registration statement, including the proxy
statement-prospectus that will be part of the registration statement, because it
will contain important information about the merger. After the registration
statement is filed with the SEC, it will be available for free, both on the
SEC's Web site [http://www.sec.gov] and from Teradyne and GenRad.
GENRAD CONTACT
Richard M. Miles
Vice President Global Communications
GenRad, Inc.
978-589-7144
milesr@genrad.com
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