Symmetricom to Acquire Agilent Technologies' Frequency and Time Standards Product Line

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The acquisition enhances technology leadership in high-precision timing with acquisition of Agilent's Cesium Frequency Standards.

frequency.html [time and frequency] products and services, and Agilent Technologies Inc. (NYSE: A) today announced that they have entered into a definitive agreement pursuant to which Symmetricom would purchase Agilent’s Frequency and Time Standards product line. Under the terms of the proposed transaction, Symmetricom will pay approximately $8.0 million in cash. The acquisition is expected to close in several weeks.

Agilent’s Frequency and Time Standards product line includes the 5071A Primary Frequency Standard, one of the highest-performing commercial cesium standards available for timekeeping. The cesium clock, accurate to one second every 162,000 years, is used in government laboratories worldwide. Customers include national time authorities and measurement institutes, such as the U.S. Naval Observatory and the world’s time authority, BIPM, in France (BIPM provides the internationally recognized definition of a second of time). The U.S. government also uses Agilent’s precision timing instruments for satellite communication ground stations and precision navigation.

“The acquisition of Agilent’s cesium products strengthens our technology leadership in high-precision timing,” said Thomas Steipp, chief executive officer of Symmetricom. “Having the high-performance products and expertise will allow us to leverage our R&D investments in cesium for the benefit of both Agilent and Symmetricom customers. We are committed to further advancing cesium atomic oscillator technology to serve our customers’ full range of requirements for precise time and frequency.”

“For more than 40 years, scientists and technicians around the world have trusted Agilent’s atomic cesium clocks, and we believe that they are the most precise cesium-based timing tools commercially available,” said Bob Burns, vice president and general manager of Agilent’s Nanotechnology Measurement Division. “As Agilent focuses on new market areas, we are pleased to transition this important world-leading and historic product line to Symmetricom, where our customers will find continuity with a company that understands their needs and can provide them with strong worldwide support.”

Burns added that Agilent and Symmetricom are working closely to ensure a smooth transition for the product line’s customers and employees.

Cesium standards are mission-critical frequency references used in government timekeeping, communications and satellite applications, and aerospace and telecommunications networks worldwide. Agilent (then part of Hewlett-Packard Company) pioneered the cesium standard in 1964 and has historically addressed the high-performance end of the market, including timekeeping for the United States as well as for official time authorities and measurement institutes throughout the world.

Symmetricom pioneered the use of cesium atomic clocks on board the Global Positioning System satellites, enabling full operational capability of GPS in April 1995. The precision and stability of cesium atomic clock technology is the enabling element in GPS's precision navigation accuracy. The evolution of GPS-based systems has resulted in worldwide access to precision signals, which are used in navigation, telecommunications, safety of life and rescue, surveying, agriculture and a myriad of other applications. Symmetricom has also been a leading provider of cesium solutions for the world’s telecommunications markets.

Symmetricom has made job offers to all of the Santa Clara, Calif.-based Agilent employees who support the product line. Manufacturing will move to San Jose, Calif., following a transition period.

Symmetricom Safe Harbor Statement

This press release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by those sections. These forward-looking statements include statements concerning our ability to leverage our R&D investments in cesium for the benefit of both Agilent and Symmetricom customers, and our ability to further advance cesium atomic oscillator technology to serve our customers’ full range of requirements for precise time and frequency. Symmetricom’s actual ability to do these things could differ materially from those suggested in these forward-looking statements. Factors that could cause our ability to differ materially from what is suggested by such forward-looking statements include: our ability to integrate the new product line, including our ability to retain qualified personnel and duplicate the manufacturing process, reduced rates of demand for telecommunication products or test and measurement products, our customers’ ability and need to upgrade existing equipment, our ability to negotiate contracts with our customers, our ability to maintain gross margins, timing of orders, cancellation or delay of customer orders, loss of customers, difficulties in manufacturing products to specification or customer volume requirements, challenges in integrating businesses, customer acceptance of new products, geopolitical risks such as terrorist acts and the risk factors listed from time to time in Symmetricom's reports filed with the Securities and Exchange Commission, including the report on Form 10-K for the year ended June 30, 2004, and subsequent Form 10-Q and Form 8-K filings.

Agilent Technologies Forward-Looking Statements

This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding the closing of the transaction, benefits and continuity for Agilent and Symmetricom customers and the location of the manufacturing that involve risks and uncertainties that could cause Agilent's results to differ materially from management's current expectations. Such risks and uncertainties include, but are not limited to risks associated with the ability to effectuate the merger on a timely basis and risks associated with changes in demand for Agilent’s Frequency and Time Standards products. In addition, other risks that Agilent faces in running its operations include the ability to execute successfully through business cycles while it continues to implement cost reductions; the ability to meet and achieve the benefits of its cost-reduction goals and otherwise successfully adapt its cost structures to continuing changes in business conditions; ongoing competitive, pricing and gross margin pressures; the risk that our cost-cutting initiatives will impair our ability to develop products and remain competitive and to operate effectively; the impact of geopolitical uncertainties on our markets and our ability to conduct business; the ability to improve asset performance to adapt to changes in demand; the ability to successfully introduce new products at the right time, price and mix and other risks detailed in Agilent's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended Oct. 31, 2004, and our Quarterly Report on Form 10-Q for the period ended April 30, 2005. Forward-looking statements are based on the belief and assumptions of Agilent's management and on currently available information. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in communications, electronics, life sciences and chemical analysis. The company’s 28,000 employees serve customers in more than 110 countries. Agilent had net revenue of $7.2 billion in fiscal year 2004. Information about Agilent is available on the Web at

About Symmetricom, Inc.

As a worldwide leader in precise time and frequency products and services, Symmetricom provides “Perfect Timing” to customers around the world, including communication service providers, network equipment manufacturers, U.S. Department of Defense (DOD), aerospace contractors, enterprises, governments and research facilities. Since 1985, the company’s timing, frequency and synchronization solutions have helped define the world’s standards, delivering precision, reliability and efficiency to wireless and wireline networks, instrumentation and testing applications and network time management. Deployed in more than 90 countries, products include atomic clocks, cesium and rubidium standards, VME, crystal oscillators, PCI cards and Global Positioning System (GPS) solutions for instrumentation applications, as well as network time servers for Network Time Protocol (NTP) synchronization and time synchronization solutions. In 2002, Symmetricom acquired TrueTime and Datum, enhancing its position in the world time and frequency markets. Symmetricom is based in San Jose, Calif., with offices worldwide.

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