Teradyne Announces Proposed Offering of Convertible Senior Notes

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Mon Mar 30, 2009 4:39pm EDT

NORTH READING, Mass.--(Business Wire)--
Teradyne, Inc. (NYSE: TER) today announced that it intends to offer, subject to
market conditions and other factors, $150 million aggregate principal amount of
convertible senior notes due 2014, pursuant to an automatically effective
registration statement filed with the Securities and Exchange Commission today.
Teradyne also expects to grant the underwriters an option to purchase up to an
additional $22.5 million aggregate principal amount of notes, within 13 days of
the initial issuance of the notes, to cover over-allotments. 

In connection with the offering, Teradyne intends to enter into convertible note
hedge and warrant transactions with an affiliate of an underwriter. These
transactions are expected to reduce the potential dilution to Teradyne's common
stock upon future conversions of the notes. 

Teradyne expects to use the net proceeds of the offering and the proceeds of the
warrant transaction to repay amounts outstanding under, and to terminate, its
senior secured credit facility. In addition, Teradyne expects to use a portion
of the proceeds from the offering to fund the convertible note hedge
transactions. Remaining proceeds will be used for general corporate purposes. 

Goldman, Sachs & Co. and Merrill Lynch & Co. are acting as joint book-running
managers for the offering. 

This press release is neither an offer to sell nor a solicitation of an offer to
buy the securities described herein, nor shall there be any sale of these
securities in any jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The offering of the notes will be made only by
means of a prospectus supplement and related prospectus. Copies of the
preliminary prospectus supplement and related prospectus for the offering can be
obtained from the joint book-running managers for the offering at the following
addresses or telephone numbers: 

Goldman, Sachs & Co.: Prospectus Department, 85 Broad Street, New York, New York
10004, Fax (212) 902-9316 or email prospectus-ny@ny.email.gs.com

Merrill Lynch & Co.: 4 World Financial Center, New York, New York 10080 

About Teradyne 

Teradyne (NYSE:TER) is a leading supplier of Automatic Test Equipment used to
test complex electronics used in the consumer electronics, automotive,
computing, telecommunications, and aerospace and defense industries. 

Safe Harbor Statement 

This release contains forward-looking statements regarding future business
prospects, our results of operations and market conditions. Such statements are
based on the current assumptions and expectations of Teradyne`s management and
are neither promises nor guarantees of future performance. You can identify
these forward-looking statements based on the context of the statements and by
the fact that they use words such as "will," "anticipate," "expect," "project,"
"intend," "plan," "believe," "target" and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. There can be no assurance that management`s estimates of our future
results or other forward-looking statements will be achieved. Important factors
that could cause actual results to differ materially from those presently
expected include: conditions affecting the markets in which Teradyne operates
including uncertainties related to the global economy in general, including a
continued or further deterioration of the semiconductor equipment market;
continued volatility and further deterioration in the financial markets,
including uncertainties and disruptions in credit markets and the availability
of credit; decreased product demand; delays in new product introductions; lack
of customer acceptance of new products; the ability to realize synergies and
cost savings from the integration of Eagle Test Systems with Teradyne`s existing
operations; difficulties by management in successfully implementing the cost
reduction plans; unanticipated delays in or costs and expenses relating to the
implementation of the cost reduction plans; the impairment of long-lived assets;
and other events, factors and risks previously and from time to time disclosed
in filings with the SEC, including, but not limited to, the "Risk Factors"
section in the preliminary prospectus supplement and related prospectus. 





Teradyne, Inc.
Andy Blanchard, 978-370-2425
V.P. Corporate Relations 



Copyright Business Wire 2009

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