Anritsu Corporation to Acquire NetTest A/S

Anritsu, the largest Japanese provider of communication solutions, has announced it has signed a definitive agreement with Axcel and the management of NetTest to acquire NetTest. Anritsu will acquire 100% of the outstanding shares of NetTest.

Headquartered in Copenhagen, NetTest has 480 employees and R&D locations in the U.S., France and Italy and achieved revenues of approximately US$ 94 million for the year ending December 2004. The company's wireless network monitoring solutions which enable service providers to optimize network efficiency and service quality as well as operational efficiency and profitably enjoyed a 28% global market share.

NetTest's products address IP Next Generation Networks and their convergence, including UMTS/3G mobile and VoIP technologies. The company also provides high-level field solutions addressing the broadband access network that is expanding in many major metropolitan areas.

Anritsu sees synergies in the technologies acquired which will enable faster development of new innovative solutions for customers when coupled with Anritsu's broad technology base. The combined organization also further enhances Anritsu's capability to locally service and support customers at a higher technical level.

Anritsu's president, Hiromichi Toda, stated "The acquisition of NetTest will accelerate Anritsu's vision to be a global market leader in test and measurement. Together we will work closely with customers to create innovative solutions that increase customer value and create new demand." Mr. Toda also emphasized that "The addition of NetTest will expand Anritsu's business domain into the high growth markets for network performance monitoring and service assurance."

NetTest has been owned by Axcel II and management since the end of 2002, when the company was acquired from GN Great Nordic. Since the acquisition by Axcel and management, NetTest has repositioned itself from an all optical strategy to a network performance strategy. During this period NetTest has developed and launched a broad range of new products and has won several new major telecom operator accounts.

Kaj Juul-Pedersen, chairman of the board and Allan J. Vestergaard, CEO and President of NetTest say in a joint statement: "we are pleased to see NetTest becoming an important cornerstone for growth and geographical expansion of a major recognized telecommunication T&M company. The acquisition by Anritsu gives NetTest a financially strong complimentary owner which can accelerate the worldwide distribution of our products and expand product developments that NetTest has undertaken in the last years."

Christian Frigast, managing partner at Axcel comments: "Having completed successfully the restructuring and repositioning of NetTest and accelerated growth through significant product development, we believe it is now time to for a major industrial owner with strong technology competencies and a global presence to further develop NetTest. We see Anritsu as such an ideal owner. We strongly believe that the employees and customers of NetTest will appreciate the merits of the combined company"
The transaction, which has been approved by both companies' Boards of Directors, is expected to close before the end of August.

Konomi, Inc. has been advisor to Anritsu Corporation and Morgan Stanley & Co. Limited acted as financial advisor to Axcel and the management of NetTest.