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Exhibit 99 to 8-K
CONTACT: Jackie Abramian (media) CONTACT: Tom Newman
Ian Robb (Industry Analysts) Vice President, Corporate Relations
Media Boston International Teradyne, Inc.
617-266-5969 617-422-2425
[email protected] [email protected]
[email protected]
TERADYNE TO
REPURCHASE COMMON STOCK AND ADOPT A SHAREHOLDER'S RIGHTS PLAN
BOSTON, MA --- NOVEMBER 17, 2000 -- Teradyne, Inc announced today that its Board
of Directors has authorized the repurchase of 10 million shares of its Common
Stock. As in the past the primary purpose of Teradyne's share repurchase program
will be to offset the effect of dilution from the impact of employee stock
option exercises, although general repurchases are permitted. Shares are to be
repurchased at the discretion of management. During the last five years,
Teradyne has repurchased 20 million shares under two previously existing share
repurchase programs.
In addition, the Board of Directors has authorized the adoption of a
Shareholder's Rights Plan. Under the Plan, Common Stock purchase rights will be
distributed as of the close of business on November 27, 2000. The Rights will be
exercisable only if a person or group acquires or announces a tender or exchange
offer that would result in such person or group owning 20% or more of the
outstanding Common Stock of the Company. In the event a Right becomes
exercisable, the Plan allows the Company's shareholders to purchase, at an
exercise price of $540.00 per Right, Common Stock of the Company having a market
value of $1,080.00. The Company will generally be entitled to redeem the Rights
at $.001 per Right at anytime until a person or group has acquired a 20% stock
position.
A summary of the Rights containing additional details on the plan will be mailed
to shareholders of record on or shortly after November 27, 2000, and may also be
found in Form 8-K filed with the securities and exchange commission. The Rights
will expire on November 27, 2010 unless earlier redeemed or exchanged. The
initial distribution of Rights is not taxable to shareholders.
SAFE HARBOR PROVISION
Statements contained in this press release which are not historical facts may
constitute forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. All forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
from those projected. The factors that could cause actual results to differ
materially include the following: Competitive
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TERADYNE BOARD REPURCHASES STOCKS 2-2-2
pressures on selling prices; the timing and cancellation of customer orders;
changes in product mix; the Company's ability to introduce new products and
technologies on a timely basis; introduction of products and technologies by the
Company's competitors; market acceptance of the Company's and its competitors'
products; fulfilling backlog on a timely basis; reliance on sole source
suppliers; potential retrofit costs; the level of orders received which can be
shipped in a quarter; and the timing of investments in engineering and
development. As a result of the foregoing and other factors, the Company may
experience material fluctuations in future operating results on a quarterly or
annual basis which could materially and adversely affect its business, financial
condition, operating results and stock price; and the risks described from time
to time in the Company's filings with the Securities and Exchange Commission.
ABOUT TERADYNE, INC.
Teradyne (NYSE: TER) is the world's largest supplier of automatic test
equipment, related software and high performance interconnection systems for the
electronics, telecommunications and Internet industries. 1999 sales were $1.8
billion and there are currently more than 10,000 Teradyne employees worldwide.
Teradyne products are used to test semiconductors, circuit assemblies, telephone
lines and broadband networks. Teradyne's backplane assemblies and high-density
connectors are used in the communications and computing systems central to the
Internet infrastructure. More than 70% of the company's business is driven by
Internet growth.
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