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Filed by Teradyne, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934, as amended
Subject Company: GenRad,Inc.
SEC File No. 001 08045
TERADYNE ANNOUNCES AGREEMENT TO ACQUIRE GENRAD
ACQUISITION EXPECTED TO SIGNIFICANTLY EXPAND TERADYNE'S PRESENCE IN CIRCUIT
BOARD TEST AND INSPECTION MARKET
BOSTON--(BUSINESS WIRE)--Aug. 2, 2001--Teradyne, Inc., (NYSE: TER - news) today
announced the signing of a definitive agreement to acquire GenRad, Inc. (NYSE:
GEN - news) 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 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
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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 also 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 - news) 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 - news) 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
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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.
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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.
CONTACT:
Jackie Abramian (Press)
Ian Robb(Analysts)
Media Boston International
Tel: 617-266-5969
jabramian@mediaboston.com
irobb@mediaboston.com
OR
Teradyne, Inc.
Tom Newman
Tel: 617-422-2425
tom.newman@teradyne.com