Tektronix to Acquire 3G Mobile Company

30th June , 2004

ASIA : Tektronix, Inc. and Inet Technologies, announced that they have signed a definitive agreement for Tektronix to acquire Inet, a leading global provider of software solutions that enable network operators to more strategically and profitably operate their businesses.

Inet's products address next-generation networks, including 2.5G and 3G mobile data and voice-over-packet (also referred to as VoIP) technologies, and traditional networks. Inet, founded in 1989 and profitable every year since 1990, has approximately 500 employees worldwide and had 2003 sales of $104 million.

When combined with Tektronix' mobile protocol test business, sales from products addressing the network monitoring and protocol test markets are expected to exceed $200 million, making Tektronix one of the largest global providers of these solutions.

Tektronix anticipates that the acquisition will accelerate the delivery of products and solutions for network operators and equipment manufacturers seeking to implement next-generation technologies such as General Packet Radio Service (GPRS), Universal Mobile Telecommunications Systems (UMTS) and VoIP.

Inet will become part of Tektronix' Communications and Video business. Tektronix will acquire all of Inet's outstanding stock for approximately $12.50 per share consisting of $6.25 per share in cash and approximately $6.25 per share in Tektronix' stock. After adjusting for Inet's $172 million cash balance as of March 31, 2004, the net purchase price is approximately $325 million. The net purchase price will be satisfied with net consideration of approximately $250 million in Tektronix stock and approximately $75 million in cash. The stock portion of the consideration is subject to a 10 percent collar. The transaction, which has been approved by both companies' Boards of Directors, is subject to customary closing conditions, including Inet stockholder approval and certain regulatory approvals. The transaction is expected to close on approximately September 30, 2004.

"Tektronix' strategy is to develop leadership positions in selected test, measurement and monitoring product categories that are large and growing. We believe that combining Inet with our mobile protocol business enables us to grow and enhance our leadership position in this market," said Rick Wills, Tektronix Chairman and CEO. "Our protocol business has seen very strong performance over the last few years. This combination represents a unique opportunity to build on that success by adding Inet's leadership in its target markets -- especially mobile data -- to Tektronix' capabilities and relationships with mobile equipment manufacturers." Wills continued, "We intend to leverage product and technology synergies to enable us to accelerate product development and bring new products to
customers faster. In addition, network operators and equipment manufacturers will be able to access, from one supplier, all of their network monitoring and protocol test needs across the technology 'food chain'."

"We are very excited about this opportunity," said Elie Akilian, President and Chief Executive Officer of Inet. "The synergies between our two companies -- in terms of products, sales channels, customer care and strategic focus -- are substantial. This transaction provides Inet the scale needed to successfully capitalize on the significant growth opportunities in today's mobile data and VoIP markets. Our stockholders should be pleased with the resulting combination -- a global market leader offering a broad portfolio of products that address the entire technology life cycle to the world's leading network operators and equipment manufacturers. This also provides a great growth opportunity for our employees to become part of a $1 billion company with significant worldwide resources and footprint."

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