Filed by Tektronix, 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
Registration No.: 333-117454
Subject Company: Inet Technologies, Inc.
Commission File No. 000-24707
Portlnd2-4480266.3 0029219-02099
[Tektronix logo] News Release
Tektronix Media: Kimberly McAlear
503/627-4314
kimberly.mcalear@tektronix.com
------------------------------
Tektronix Analyst: John Gardner
503/627-5614
john.d.gardner@tektronix.com
------------------------------
Inet Contact: Kelly Love
469/330-4171
kelly.love@inet.com
------------------------------
FTC Grants Early Termination of Waiting Period
Under HSR Act For Tektronix' Proposed
Acquisition of Inet Technologies
BEAVERTON, Ore. and RICHARDSON, Texas, August 5, 2004 - Tektronix, Inc. (NYSE:
TEK) and Inet Technologies, Inc. (NASDAQ: INET), today announced that on August
3, 2004, the Federal Trade Commission granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act for Tektronix'
proposed acquisition of Inet. The two companies had submitted premerger
notification and report forms with the FTC and the federal Department of
Justice, Antitrust Division, on July 20, 2004.
On July 16, 2004, Tektronix filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission (SEC), which is available on the SEC's Web
site at www.sec.gov. This document is currently under review by the SEC. The SEC
may have comments and suggested revisions to the document before it is
finalized. When the comment and response process has concluded, the finalized
proxy statement/prospectus included in the Form S-4 will be sent to Inet
stockholders in connection with the special meeting of Inet's stockholders that
will be held to approve the acquisition. Assuming Inet's stockholders approve
the acquisition and the other closing conditions are met, Tektronix and Inet
expect to close the acquisition promptly after Inet's stockholder meeting. The
companies currently anticipate closing the acquisition by September 30, 2004.
- more -
[Graphic]
14200 SW Karl Braun Drive, Beaverton, Oregon 97077
www.tektronix.com
FTC Grants Early Termination Of Waiting Period .../2
About Tektronix
- ---------------
Tektronix, Inc. is a leader in test, measurement, and monitoring providing
measurement solutions to the communications, computer, and semiconductor
industries worldwide. With more than 55 years of experience, Tektronix enables
its customers to design, build, deploy, and manage next-generation global
communications networks and advanced technologies. Headquartered in Beaverton,
Oregon, Tektronix has operations in 19 countries worldwide. Tektronix' Web
address is www.tektronix.com.
------------------
About Inet
- ----------
Founded in 1989, Inet Technologies is a global provider of communications
software products that enable communications carriers to more strategically and
profitably operate their businesses. Its Unified AssuranceTM Solution and
Diagnostics products help Inet's customers reduce capital and operating
expenditures, improve customer acquisition and retention rates, protect and grow
revenues, and more quickly and effectively develop products or services. Using
Inet's Unified Assurance Solution products, communications carriers are able to
simultaneously manage their voice and data services at the network, service and
customer layers to detect network and service problems in real time, enabling
proactive identification of specific customers impacted by network or service
issues. Inet's Diagnostics products assist communications carriers and equipment
manufacturers in quickly and cost-effectively designing, deploying and
maintaining current- and next-generation networks and network elements. Inet is
headquartered in Richardson, Texas and has approximately 497 employees
worldwide. Inet is an ISO 9001 registered company. For more information, visit
Inet on the Web at www.inet.com.
Additional Information About the Acquisition and Where to Find It
- -----------------------------------------------------------------
Tektronix and Inet have filed with the Securities and Exchange Commission
("SEC") a Registration Statement on Form S-4, which contains a proxy
statement/prospectus with respect to the acquisition and other relevant
materials. WE URGE INET STOCKHOLDERS AND INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT TEKTRONIX,
INET AND THE ACQUISITION. The proxy statement/prospectus, including the annexes
attached to, and the reports incorporated by reference in, the proxy
statement/prospectus, and any other reports and documents filed by Tektronix or
Inet with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov.
Investors and security holders may obtain copies of all documents filed with the
SEC relating to the acquisition, free of charge, at the SEC's web site
(www.sec.gov). Investors and security holders may also obtain these documents
free of charge from Tektronix at the Investor Relations link on Tektronix' Web
site at www.tektronix.com or by contacting Tektronix' Investor Relations at
- more -
Tektronix to Acquire Inet.../3
(503) 627-5614. Documents are also available at the link entitled SEC filings in
the Investor Relations section of Inet's web site, www.inet.com, or by
contacting Inet's Investor Relations at (469) 330-4171.
Tektronix and Inet and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from security holders in
connection with this transaction. Information about the directors and executive
officers of Tektronix and Inet and information about other persons who may be
deemed participants in this transaction are included in the proxy
statement/prospectus. You can find information about Tektronix' executive
officers and directors in Tektronix' proxy statement (DEF14A) filed with the SEC
on August 21, 2003. You can find information about Inet's officers and directors
in their proxy statement (DEF14A) filed with the SEC on April 9, 2004. You can
obtain free copies of these documents from the SEC or from Tektronix and Inet
using the contact information above. In addition, directors and executive
officers of Inet may have direct or indirect interests in the acquisition due to
securities holdings, pre-existing or future indemnification arrangements,
vesting of options, or rights to severance payments if their employment is
terminated following the acquisition. Additional information regarding
Tektronix, Inet and the interests of their respective executive officers and
directors in the acquisition will be contained in the definitive proxy
statement/prospectus.
We urge Inet's stockholders to read the proxy statement/prospectus, including
the annexes attached to, and the reports incorporated by reference in, the proxy
statement/prospectus, and any future report and document filed with the SEC by
Tektronix and Inet, before making any voting or investment decision with respect
to the acquisition.
Statements and information in this press release that relate to future events or
results (including the combined companies' expectations as to sales, earnings
per share, cost structure, market position, market growth opportunities and new
products) are based on Tektronix' and Inet's current expectations. They
constitute forward-looking statements subject to a number of risk factors, which
could cause actual results to differ materially from those currently expected or
desired. Those factors include: worldwide geopolitical and economic conditions;
business conditions in the electronics, communications, computer and advanced
technologies industries; the satisfaction of the acquisition transaction closing
conditions, the development and successful implementation of acquisition
integration plans, the achievement of acquisition based synergy projections
(both cost and revenue based), the retention of key Inet employees and
customers, and other risks associated with the acquisition. Further information
on factors that could cause actual results to differ from those anticipated is
included in filings made by Tektronix and Inet from time to time with the
Securities and Exchange Commission, including but not limited to, annual reports
on Form 10-K and quarterly reports on Form 10-Q.
###
Tektronix is a registered trademark of Tektronix, Inc. All other trade names
referenced are the service marks, trademarks or registered trademarks of their
respective owners.
Inet Technologies and Unified Assurance are trademarks of Inet Technologies,
Inc. All other trademarks or registered trademarks belong to their respective
owners.