Wandel & Goltermann Merges With Wavetek

Wandel & Goltermann Management Holding GmbH and Wavetek Corporation jointly announced at the CeBit Exhibition that they have reached an agreement in principle to merge the two companies. The agreement is subject to execution of definitive agreements and approval by stockholders and regulatory agencies. This merger will create the second largest communications test company with annual revenues in excess of $400 million (700 million DM). The transaction is expected to close within 120 days.

The parent company of the combined organization will be incorporated in the United States and will operate from corporate offices in both Germany and the United States. Dr. Terence Gooding will serve as chairman of the board of directors and Albrecht Wandel will serve as vice chairman. Peter Wagner will be the president and chief executive officer. Derek Morikawa, currently President and chief operating officer of Wavetek, will be chief operating officer. All shareholders of both companies will participate in the ownership of the new company.

Wandel & Goltermann Management Holding GmbH (WG Holding) also reported that its pending offer to acquire the approximately 38 percent of the outstanding common stock of Wandel & Goltermann Technologies, Inc. not already owned by WG Holding for $13.00 per share in cash would not be affected by, and was unrelated to, its proposed business combination with Wavetek Corporation. WG Holding confirmed that it was continuing its discussions with the WGTI Special Committee regarding this offer, and noted that the proposed WG Holding/Wavetek merger was not expected to impact those negotiations or WGTI's business prospects generally.

Wandel & Goltermann GmbH, a privately owned company based in Eningen, Germany, is a provider of communications test solutions for the data communications and telecommunications markets with technology focuses in analog and digital telephony, ISDN, enterprise networks, signaling systems, quality of service test and fiber optics.

Wavetek Corporation, headquartered in San Diego, CA, is a privately owned leading global designer, manufacturer, and distributor of a broad range of electronic test instruments, with a primary focus on application-specific instruments for testing voice, video and data communications equipment and networks.