NORTH READING, MA - Teradyne Inc. and Eagle Test Systems Inc. announced that they have signed a definitive agreement under which Teradyne will acquire Eagle Test.

Under the terms of the agreement, Eagle Test shareholders will receive $15.65 per share in cash. The aggregate purchase price is expected to be approximately $250 million, net of cash acquired, and includes the fair value of fully vested employee equity instruments. Teradyne has secured a bridge financing commitment in connection with the transaction.

The transaction is expected to be accretive to 2009 non-GAAP EPS, after excluding purchase accounting effects. The acquisition will be subject to customary closing conditions, including the approval of Eagle Test shareholders, the receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and the absence of a material adverse change with respect to Eagle Test. The acquisition is expected to close in the fourth quarter of 2008. After the closing, Eagle Test will be run as a business unit within Teradyne’s Semiconductor Test Division.