<PAGE>
FOR FURTHER INFORMATION:
MEDIA: JUDY BRENNAN (SARD VERBINNEN & CO) 212-687-8080
ANDREW COLE
INVESTOR CONTACT: FRANK EMERY (WATKINS-JOHNSON) 650-813-2752
FOR RELEASE JANUARY 3, 2000 AT 8:00 A.M. EASTERN STANDARD TIME
WATKINS-JOHNSON SETS JANUARY 31 FOR SHAREOWNER VOTE
ON PROPOSED RECAPITALIZATION MERGER
MAILS DEFINITIVE PROXY MATERIALS FOR SPECIAL MEETING
PALO ALTO, CALIFORNIA, January 3, 2000-- Watkins-Johnson Company (NYSE:WJ)
announced today that it has set January 31, 2000 as the date for a special
meeting of its shareowners to vote on the proposed recapitalization merger
with FP-WJ Acquisition Corp., a new company formed by investment funds
managed by Fox Paine & Company. The proposed transaction, in which
Watkins-Johnson shareholders will receive $41.125 for each WJ common share,
was announced last October.
The special meeting is being held at the Hyatt Rickeys Hotel, 4219 El Camino
Real, Palo Alto, Calif. at 8:00 a.m. Pacific Time. The proxy materials for
the special meeting have been mailed to shareowners of record as of December
3, 1999, the record date set by the Board of Directors.
This is the second of two special meetings of Watkins-Johnson shareowners
being held within only a few weeks of each other to vote on separate
transactions. At the first meeting, scheduled for January 14, 2000,
shareowners will vote on the proposed sale, announced last August, of
substantially all the assets of its Telecommunications Group ("TG") to a unit
of British Aerospace plc (formerly a unit of The General Electric Company
plc). The TG sale is not conditioned on the closing of the Fox Paine merger,
but the Fox Paine merger is conditioned on completion of the TG Sale.
To help shareowners distinguish between the proxy materials to use for the
January 31 meeting on the Fox Paine merger and separate proxy materials to
use for the January 14 special meeting on the TG Sale, Watkins-Johnson is
using two different colors. For the January 31 meeting, the proxy card will
be BLUE. For the January 14 meeting, the proxy card is WHITE.
The Company urges shareowners to vote on this transaction promptly.
Shareowners holding stock in brokerage accounts are cautioned that these
issues require specific instructions to their broker for voting. Failing to
give these instructions is equivalent to a no vote on the FP-WJ
recapitalization merger.
The pending merger, if completed, will be the culmination of the strategy
announced on March 1, 1999 of the Watkins-Johnson Board of Directors to
maximize shareowner value through the sale of the company.
# # #
THIS NEWS RELEASE, OTHER THAN THE HISTORICAL FINANCIAL INFORMATION, CONSISTS
OF FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES IN
CONSUMMATING THE PROPOSED SALE OF THE WJ TELECOMMUNICATIONS GROUP AND THE
PROPOSED FOX PAINE MERGER AND THE OTHER RISKS DETAILED FROM TIME TO TIME IN
THE COMPANY'S SEC REPORTS, INCLUDING THE REPORT ON FORM 10-K/A FOR THE YEAR
ENDED DEC. 31, 1998. ACTUAL RESULTS MAY VARY MATERIALLY.
