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Mindready Acquires Acterna's US-Based ATE Systems Business; Mindready Penetrates US Market While Accelerating Its Diversification Strategy

    MONTREAL--July 18, 2001--Mindready Solutions Inc. , a leading supplier of test engineering and real-time communications solutions for the telecommunications, aerospace and automotive industries, today announced that it has acquired, through its new subsidiary, Mindready Solutions (USA) Inc., certain assets and contracts of Automated Test Equipment Systems (ATE Systems), a division of Acterna Corporation ("Acterna") located in Research Triangle Park, North Carolina, USA.
    The assets were acquired for cash from a recently formed management-owned company. Part of the total transaction, 750,000 CAN$, will be recorded in Mindready's third quarter 2001 results, as special expenses.
    Acterna's U.S. ATE Systems division, formerly known as Wandel & Goltermann ("W&G") A.T.E. Systems, Inc., is a leading global provider of telecommunications and data communications test platforms and turnkey test systems for large designers and manufacturers of advanced electronics communications products. Since 1975, the ATE business unit has developed a unique core competency and test expertise in providing its broad range of global customers, including Nortel Networks, Alcatel, Visteon, Fujitsu, Solectron, Celestica, and Siemens, highly-specialized functional test platforms and test engineering solutions, allowing them to reduce costs and accelerate time-to-market.
    Recently, ATE Systems has been expanding into new vertical markets such as the fast growing automotive telematics market, by providing its clients leading-edge design verification and manufacturing test systems. Telematics integrates consumer communications and information features including hands-free voice communications, navigation, in-car computing, and wireless networking with the standard functions of automotive entertainment systems. In addition, ATE Systems provides the high-performance, open architecture AMS-980 Impact Communication Test Platform. This test platform offers scalable parametric and digital test capability used by both designers and manufacturers of network access products.
    ATE Systems, located in Research Triangle Park, North Carolina, USA, is well positioned to serve a leading group of technology companies located in the area. In addition to its operations centres located in England and Northern Ireland, this acquisition coincides with the launch of a new operations centre for Mindready in the USA, Mindready Solutions (USA) Inc., accelerating Mindready's international expansion plans. The formation of Mindready Solutions (USA) Inc. opens up new opportunities for Mindready as it will facilitate penetration into the large US market, which currently accounts for only 6% of Mindready's overall revenues.
    As part of this transaction, Mr. Phil Williams and Mr. Viral Chokshi will join Mindready's corporate management team as Senior Vice-President, Business Development, A.T.E. Solutions and Senior Vice-President and Chief Technology Officer, A.T.E. Solutions, respectively. They will both report directly to Mr Daniel Dussault, President and Chief Executive Officer of Mindready Solutions Inc.
    "We are very excited about joining Mindready," said Phil Williams. "Their management team's clear commitment to bring Mindready to a position of global leadership has represented a key factor in our decision to join them. Indeed, we are confident this represents an excellent strategic fit as we share the same vision and values. We believe that our in-depth expertise and core competencies in developing high-end test systems will leverage Mindready's existing test engineering capabilities."
    "This is an important milestone in our company's development," reported Daniel Dussault. "Recently, I stated publicly our focus was to carry on our expansion plans with the USA as a top priority. This acquisition represents our first step in that direction and we certainly intend to continue carrying out this expansion strategy. By acquiring this business, Mindready complements its expertise in test engineering, and is able to offer a broader range of turnkey solutions to large equipment manufacturers. It is our intention to continue building our team of experts with such strategic acquisitions. Eventually, this acquisition will allow Mindready to accelerate its penetration of new vertical markets and at the same time diversify its client base."
    "We are very pleased to partner with Mindready in this transaction," said Sam Tishler, Vice-President, Corporate Development of Acterna Corporation. "Our most important objective was to ensure that clients and employees will be supported by a company that is fully committed to high-level quality standards and growing its business. We found in Mindready an ideal candidate. We trust our clients will receive outstanding service, equalling what they received in the past from ATE Systems."

    Mindready Solutions Inc.

    Mindready is a leading supplier of test engineering services and real-time communications solutions for embedded systems for the telecommunications, aerospace and automotive industries. Recognized as a leader in IEEE-1394-based products, Mindready offers complete innovative solutions based on this technology. Mindready's expertise covers design and development of real-time applications, as well as complete test engineering solutions for complex embedded systems. Mindready's clients include Nortel Networks, Hewlett-Packard, WindRiver, Boeing, Fujitsu, Maxtor, Xerox and Texas Instruments.
    More information about Mindready and its products and services can be found at www.mindready.com.

    Acterna Corporation

    Acterna is the world's largest provider of test and management solutions for optical transport, access and cable networks and the second largest communications test company overall. Focused entirely on providing equipment, software, systems and services, Acterna helps customers develop, install, manufacture and maintain their optical transport, access, cable, data/IP, and wireless networks. The company produces annualized revenue of more than $1 billion and serves customers in more than 80 countries with 4,700 employees. Acterna is a subsidiary of Acterna Corporation .
    Information about Acterna can be found on the Web at www.acterna.com.

    Forward-looking statements

    Certain statements contained in this press release regarding Mindready's future operating results or performance or business prospects and any other statements not constituting historical facts are "forward-looking statements". These forward-looking statements reflect only Mindready's current beliefs and specific assumptions with respect to future business decisions and results are based on information currently available to Mindready. Accordingly, these statements are subject to risks, uncertainties and contingencies, which could cause Mindready's future operating results, performance or business prospects to differ from those expressed in, or implied by, these statements.