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. EDT THURSDAY, AUGUST 2, 2001
GenRad Contact
Richard M. Miles
978-589-7144
GenRad Agrees to be Acquired by Teradyne
Acquisition Expected to Significantly Expand
Teradyne's Presence in Circuit Board Test and Inspection Market
WESTFORD, MA, August 2, 2001--Teradyne, Inc., (NYSE: TER) today announced the
signing of a definitive agreement to acquire GenRad, Inc. (NYSE: GEN) of
Westford, MA, a leading manufacturer of electronic automatic test equipment and
related software.
Under the terms of the proposed acquisition, each outstanding share of GenRad
common stock would be converted into 0.1733 shares of Teradyne common stock. At
Teradyne's closing price of $35.10 on August 1, 2001, the transaction would be
valued at approximately $260 million in the aggregate. This includes the
assumption of debt of approximately $85 million, before considering any proceeds
from the anticipated sale of GenRad's Diagnostic Solutions business unit, which
is expected to occur before the closing with Teradyne. Revenue for the GenRad
business to be retained by Teradyne following the closing of these transactions
was approximately $255 million in 2000.
Robert M. Dutkowsky, chairman, president and CEO of GenRad, Inc. will manage the
combined Teradyne circuit board test and inspection division.
The acquisition of GenRad by Teradyne is expected to close in the fourth quarter
of 2001 and is subject to approval by both the shareholders of GenRad, Inc. and
regulators. The
transaction is expected to be slightly dilutive to Teradyne in the fourth
quarter of 2001, with the expectation that it becomes accretive in 2002 when
cost synergies are fully realized and demand picks up.
George W. Chamillard, Teradyne Inc., chairman, president and CEO stated, "The
combination of Teradyne and GenRad broadens our scope in the global electronics
manufacturing test market, creating a 'total test solution' that will
significantly benefit customers."
"Today's electronic products are packing higher speeds and greater functionality
into denser spaces, creating a packaging revolution in electronics
manufacturing," Chamillard said. "This means the electronics product assembly
process has become increasingly complex, placing new demands on test and
inspection equipment--and creating new market growth opportunities. This
complexity also requires sophisticated software tools to optimize and improve
that process. The addition of GenRad products to our existing product line will
give us the industry's broadest range of circuit board test and inspection
products: in-circuit and functional test systems and automated inspection
systems--both optical and X-ray. Tying it together will be the factory
automation software tools needed to deploy the equipment strategically and
manage the process efficiently."
GenRad's Dutkowsky stated that, "Adding our strengths in electronics testing and
production hardware, software and service solutions to Teradyne's breadth across
the semiconductor, telecommunications, computer and Internet industries is a
superb strategic fit. Our customers will benefit from the expanded capabilities
this new organization will bring to manufacturing test environments worldwide."
Dutkowsky noted that, "Our shareholders will benefit as new owners of Teradyne
stock because as a global industry leader, Teradyne is ideally positioned in the
marketplace when growth resumes."
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 products and
total systems
integration services. Teradyne's automatic test products are used by
manufacturers of semiconductors, circuit assemblies and voice and broadband
telephone networks. Teradyne's high-technology components and electronic
manufacturing services 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 more
information visit www.teradyne.com.
ABOUT GENRAD
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 for
electronics manufacturers, transportation OEMs and independent service
providers. 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.
SAFE HARBOR STATEMENT
This release contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations or beliefs and
are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. The forward-looking statements in this release address the following
subjects: expected date of closing the transaction; future financial and
operating results; and timing and benefits of the transaction. The following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: uncertainties associated with
economic conditions in the electronics and test industries, particularly in the
principal industry sectors served by the combined company, changes in customer
requirements and in the volume of sales to
principal customers, the ability of the combined company to achieve the
anticipated benefits and synergies associated with this transaction, the
challenges and risks associated with managing and operating business in numerous
international locales, competition and technological change, the risks that the
businesses will not be integrated successfully, the inability to close the
transaction due to closing conditions in the definitive agreement, the failure
of GenRad shareholders to approve the transaction, and the inability to obtain,
or meet conditions imposed for governmental approvals for the transaction. For a
detailed discussion of these and other factors, please refer to Teradyne's
filings with the Securities and Exchange Commission, especially the factors set
forth in Teradyne's fiscal 2000 Annual Report on Form 10-K, Teradyne's most
recent quarterly 10-Q Report, GenRad's fiscal 2000 Annual Report on Form 10-K
and GenRad's most recent quarterly 10-Q report.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Teradyne plans to file a Registration Statement on SEC Form S-4 in connection
with the transaction, and GenRad expects to mail a Proxy Statement/Prospectus to
shareholders of GenRad containing information about the transaction. Investors
and securityholders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about Teradyne, GenRad, the transaction, the persons soliciting proxies relating
to the transaction, their interests in the transaction, and related matters.
Investors and securityholders will be able to obtain free copies of these
documents through the website maintained by the U.S. Securities and Exchange
Commission at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus
and these other documents may also be obtained from Teradyne by directing a
request through the Investors Relations portion of Teradyne's website at
http://www.teradyne.com or by mail to Teradyne, Inc. 321 Harrison Ave. Boston,
MA 02117 attention: Investor Relations, telephone: 1-617-422-2221 or GenRad by
directing a request through the Investors Relations portion of GenRad's website
at www.genrad.com or by mail to Investor Relations, GenRad, Inc. 7 Technology
Park Drive Westford, MA 01886 attention: Investor Relations, telephone:
1-978-589-7010.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Teradyne and GenRad file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission ("SEC"). You
may read and copy any reports, statements or other information filed by Teradyne
or GenRad at the SEC public reference rooms at 450 Fifth Street, NW, Washington,
D.C. 20549 or at any of the Commission's other public reference rooms in New
York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. Teradyne
and GenRad's filings with the Commission are also available to the public from
commercial document-retrieval services and at the Web site maintained by the
Commission at http://www.sec.gov.
The directors and executive officers of GenRad have interests in the
transaction, some of which may differ from, or may be in addition to, those of
GenRad's shareholders generally. A description of these interests will be
available in the Proxy Statement/Prospectus. GenRad, its directors, executive
officers and certain other members of its management and employees may be
soliciting proxies from GenRad shareholders in favor of the transaction.
Information concerning the participants will be set forth in the Proxy
Statement/Prospectus when it is filed with the SEC.
GENRAD CONTACT
Richard M. Miles
Vice President Global Communications
GenRad, Inc.
978-589-7144
milesr@genrad.com
TERADYNE CONTACTS
Jackie Abramian [Press] Tom Newman
Ian Robb [Analysts] Vice President Corporate Relations
Media Boston International Teradyne, Inc.
Tel: 617-266-5969 617-422-2425
jabramian@mediaboston.com tom.newman@teradyne.com
irobb@mediaboston.com