GenRad to acquire Mitron; GenRad builds on its manufacturing and service productivity strengths to include process optimization software tools

Business Wire, June 6, 1996

NEW YORK--(BUSINESS WIRE)--June 6, 1996--GenRad, Inc. (NYSE:GEN) announced today, at the PaineWebber Aggressive Growth and Technology Conference 1996, that it has signed a definitive merger agreement with Mitron Corporation, a privately-held developer of an integrated family of software applications, tools and services for electronics manufacturing including its CIMBridge software applications. The products enable users to collect electronics manufacturing data for greater control, shorter time-to-market, and lower costs. Mitron's software is the emerging industry standard for computer assisted manufacturing (CAM) of PCBs.

The transaction is valued at approximately $20 million and is expected to be finalized upon completion of customary closing conditions. The closing is expected to be consummated by June 20, 1996 (or later this month). Under the terms of the merger agreement, Mitron shareholders will receive a total of approximately 1.3 million shares of GenRad, Inc. common stock in exchange for all of Mitron's outstanding shares in a tax free reorganization. The transaction will be accounted for as a pooling of interests.

In announcing the transaction, James F. Lyons, GenRad's president and chief executive officer said, "The merger with Mitron demonstrates our commitment to provide our customers with process optimization solutions that will further improve their manufacturing and after-market service productivity."

Sarah Lucas, vice president operations - strategic businesses and chief strategic officer, commented, "The merger with Mitron marks the beginning of our strategic turnaround in reinventing GenRad. With this merger, we are on our way to realizing our strategic vision of creating expert diagnostic information systems for electronics process optimization from design through manufacturing and service."

Mr. Lyons continued, "Mitron provides GenRad with the technology context to build on our core strengths in manufacturing test, measurement, and diagnostics to achieve a strong forward position in the manufacturing information market. Further, Mitron brings future technology synergies in the area of knowledge-based systems to our Advanced Diagnostic Solutions, business based in Manchester, England."

Don McDougall, Mitron's president and chief executive officer emphasized, "The merger with an industry leader like GenRad accelerates Mitron's ability to bring the full benefits of real time process management to our customers and partners. Our combined industry knowledge and advanced technologies will make true process optimization a reality for electronics manufacturing."

Mitron's software products are used primarily by manufacturers of electronics products such as personal computers, communications and computer-based peripherals. Mitron's significant customers include Motorola, Hewlett-Packard Company, Lucent Technologies, Texas Instruments, and Nokia. Mitron competes in what is known as the manufacturing information market. Advanced Manufacturing Research, a market research firm, estimates this market at approximately $1.4 billion in 1997.

Mitron Background

Mitron Corporation provides manufacturing information management solutions for electronics manufacturing. Known for its CIMBridge software applications which include automating the machine programming process, documentation, factory scheduling, data collection, producibility analyzer and quality management, Mitron provides a flexible framework for improving the productivity and quality of electronics manufacturing. Mitron, headquartered in Portland, Oregon, employs approximately 45 people worldwide.

GenRad Background

GenRad, Inc., provides manufacturers of electronic products with software, systems, and services that will improve their manufacturing and service productivity. GenRad participates in five core markets, including transportation, contract manufacturing, communications, computers and peripherals, and other industrial products. GenRad employs approximately 1,100 people worldwide, of which 30 percent are applications, software and hardware engineers.

BY USING THE GENRAD INVESTOR RELATIONS FAX-ON-DEMAND SERVICE, YOU CAN RECEIVE GENRAD'S MOST CURRENT SHAREHOLDER INFORMATION. PLEASE CALL 1-800-469-1261. -0-

Statements made in this press release which are not historical, including statements regarding product demonstration, product capabilities and markets are forward looking statements and as such are subject to a number of risks. Please see the Company's 1995 Annual Report and its proxy statement dated April 8, 1996 and other reports filed pursuant to the Securities Exchange Act of 1934 for additional disclosure regarding such risk factors.

CONTACT: Donna L. LaVoie

Director, Corporate Relations

GenRad, Inc.

(508) 287-7432 Direct Line

(508) 287-2002 Fax

e-mail: dxl@genrad.com

or

Laurinda Hoffman

Manager, Marketing Communications

Mitron Corporation

(503) 624-1776, ext. 239 Phone

(503) 968-1776 Fax

e-mail: laurinda@mitron.com