Filed by GenRad, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and Deemed
Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934
Subject Company: GenRad, Inc.
Commission File No.: 001-08045
Contact
Richard M. Miles
978-589-7144
GenRad Sets Shareholder Meeting Date
WESTFORD, MA---Sept. 25, 2001---GenRad [NYSE: GEN], a global leader in
electronics testing and manufacturing solutions, today announced that it has set
a Special Meeting of Shareholders to be held at 11 a.m. on Friday, October 26,
2001, to vote on the company's proposed merger with Teradyne, Inc. [NYSE: TER].
The meeting will be held at GenRad's Executive Offices, 7 Technology Park Drive,
Westford, MA. The record date for the Special Meeting is September 19, 2001.
The company also announced that it is mailing to its shareholders of record on
the record date, a Notice of Special Meeting and a Proxy Statement-Prospectus
with respect to the Special Meeting and the merger with Teradyne. All
shareholders are encouraged to read the Proxy Statement-Prospectus when they
receive it and to vote their shares. The pre-merger waiting period of the
Department of Justice and the Federal Trade Commission with respect to the
proposed merger with Teradyne expired on September 12, 2001.
GenRad also has reached an agreement with the banks providing its senior credit
facility to extend until November 2, 2001 the waiver of certain financial
covenant defaults under the credit facility.
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.
o Process Solutions develops products that enhance and optimize manufacturing
processes. The unit's hardware products focus on in-circuit testing, x-ray
imaging and rework solutions. Its software products address global supply
chain collaboration and execution including Design-to-Build (D2B) software
tools.
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.
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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 concerning 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 the
registration statement on Form S-4 filed by Teradyne containing the proxy
statement - prospectus filed with the SEC on September 25, 2001. The proxy
statement prospectus 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.
In connection with the proposed merger, Teradyne has filed 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. The registration statement
is available for free, both on the SEC's Web site [http://www.sec.gov] and from
Teradyne and GenRad.
Teradyne: GenRad, Inc.:
Attn: Investor Relations Attn: Investor Relations
321 Harrison Avenue 7 Technology Park Drive
Boston, MA 02010 Westford, MA 01886
617-482-2700 978-589-7000