• Teradyne to acquire 10% ownership of Technoprobe
• Technoprobe to acquire Teradyne's Device Interface Solutions Business
• Teradyne and Technoprobe to Engage in Joint Development Projects

NORTH READING, MA / ACCESSWIRE / November 7, 2023 / Teradyne, Inc. (NASDAQ:TER), a leading supplier of automated test solutions,and Technoprobe S.p.A. (FTSE Italy Mid Cap:TPRO), a leader in the design and production of probe cards, today announced they have entered into a series of agreements establishing a strategic partnership that is expected to accelerate growth for both companies and enable them to offer higher performance semiconductor test interfaces to their customers worldwide. As part of the partnership, Teradyne will make an approximately $516 million equity investment, based on current foreign exchange rates, in Technoprobe and Technoprobe will acquire Teradyne's Device Interface Solutions (DIS) business for $85 million. The companies will also engage in joint development projects.

While working on joint development projects, both companies remain committed to an "open ecosystem" so customers can choose the interface/tester supplier of their choice. Teradyne remains committed to enabling customers and third-party interface companies to develop interface hardware for their test systems. Both companies will continue to operate independently in their respective market segments​ while cooperating on future product development projects.

The unrelenting drive to pack more semiconductor performance into smaller packages using finer lithography nodes, new design architectures and advanced packaging technologies like chiplets is creating an entirely new class of challenges to connect test systems to the chips to be tested. This partnership is expected to enable Teradyne and Technoprobe to unlock new capabilities to increase the performance and lower test costs for semiconductor makers.

Greg Smith, CEO of Teradyne, said "We'reexcited to work with Technoprobe as the unique advantages of their interface technology help unlock the superior scalability of our testers to deliver greater benefit for our customers. Technoprobe has great products and has made important investments to align with the trends that are driving advanced System-on-a-Chip and Memory technologies. Our equity investment and joint development projects reflect our confidence in Technoprobe to create value for our shareholders and customers through innovative interface solutions for the growing interface market."

Stefano Felici, CEO of Technoprobe S.p.A., said "We are enthusiastic to have the opportunity to work more closely with Teradyne, strengthening our long-lasting partnership. The acquisition of Device Interface Solutions will allow us to enlarge our technology competences in the Device Interface Board market."

Terms
Under the terms of the transactions Teradyne will make an approximately $516 million equity investment, based on current foreign exchange rates, in Technoprobe representing a 10% ownership interest and Technoprobe will pay approximately $85M for Teradyne's Device Interface Solutions business. The share price for the equity investment is at a price per share equal to Euro 7.362, which reflects the volume weighted average trading price for the 3-months prior to the announcement of the transactions. After the DIS sale closes, Technoprobe will continue to service Teradyne's existing DIS customers, including Teradyne's development of interface solutions.

At closing, Teradyne and T-Plus S.p.A, Technoprobe's controlling shareholder, will enter into a shareholders' agreement whereby: (i)Teradyne will have the right to appoint a non-executive member of the Board of Directors of Technoprobe; (ii) no action or decision will be taken by the shareholders' meeting and/or by the Board of Directors of Technoprobe without the favorable vote of Teradyne in relation to on certain by-laws' amendments, related party transactions and the delisting of Technoprobe shares; (iii) Teradyne undertakes not to transfer any Technoprobe shares and be prevented from any hedging activity on such shares for 36 months starting from the closing date subject to certain early termination events.

These transactions are expected to close in the first half of 2024 and are subject to customary closing conditions, including CFIUS and Foreign Direct Investment filings in certain other jurisdictions, as well as merger control filings in Taiwan and in the U.S. under Hart-Scott Rodino.

J.P. Morgan Securities LLC and Lazard S.r.l. acted as financial advisors to Teradyne for the transaction. Shearman & Sterling LLP and Chiomenti acted as legal counsel to Teradyne.

In connection with the transactions, Teradyne has suspended its share repurchase program effective November 7, 2023 and expects to update investors on its capital allocation plans in its January 2024 earnings call.