Microtest(R), Inc. Adopts Stockholder Rights Plan

Apr 04, 2001, 01:00 ET from Microtest(R), Inc.

    PHOENIX, April 4 /PRNewswire/ -- Microtest(R), Inc. (Nasdaq:   MTST), today
 reported that its Board of Directors has adopted a stockholder rights plan and
 declared a dividend distribution of one preferred share purchase right on each
 outstanding common share of the Company.
     Vincent Hren, President and Chief Executive Officer of the Company stated:
 "The rights are designed to assure that all of Microtest's shareholders
 receive fair and equal treatment in the event of any proposed takeover of the
 Company and to guard against abusive tactics to gain control of Microtest
 without paying all shareholders a premium for that control.  The rights are
 not being adopted in response to any specific hostile takeover threat."
     The rights are intended to enable all Microtest shareholders to realize
 the long-term value of their investment in the Company.  The rights will not
 prevent a takeover, but should encourage anyone seeking to acquire the Company
 to negotiate with the Board prior to attempting a takeover.
     The rights will become exercisable only if a person or group becomes an
 "acquiring person" by acquiring beneficial ownership of 15% or more of
 Microtest's common shares or if a person or group announces or commences a
 tender offer or exchange offer that would cause a person or group to
 become an acquiring person.  Each right will entitle shareholders to buy one
 one-thousandth of a new series of junior participating preferred share at an
 exercise price of $25.00.
     Once a person or group becomes an acquiring person, each right will
 entitle its holder (other than the acquiring person or group) to purchase, at
 the right's then-current exercise price, a number of Microtest's common shares
 having a market value of twice such price.  In addition, if Microtest is
 acquired in a merger or other business combination transaction after a person
 has become an acquiring person, each right will entitle its holder to
 purchase, at the right's then-current exercise price, a number of the
 acquiring company's common shares having a market value of twice such price.
 The acquiring person or group will not be entitled to exercise these rights.
     Prior to the time that a person or group becomes an acquiring person, the
 rights are redeemable for $.01 per right at the option of the Company's Board
 of Directors.  The dividend distribution will be made on April 14, 2001,
 payable to shareholders of record on such date, and is not taxable to
 shareholders.  The Rights will expire on April 4, 2011.
 
     About Microtest
     Microtest's purpose is to bring people and information together with
 innovative technology that simplifies evolving networks.  Microtest is a
 leader in network test and measurement products such as OMNIScanner(TM)2,
 PentaScanner(R), CertiFiber(R), and OMNIFiber(TM), and network appliance and
 storage products such as FileZerver(TM), DiscZerver(TM), and LinuxZerver(TM).
 Headquartered in Phoenix, Microtest has international offices in Munich,
 Germany; Crawley, United Kingdom; Beijing, China; Sao Paulo, Brazil;
 Guadalajara, Mexico and Singapore.  Visit Microtest at www.microtest.com.
 
 

SOURCE Microtest(R), Inc.
    PHOENIX, April 4 /PRNewswire/ -- Microtest(R), Inc. (Nasdaq:   MTST), today
 reported that its Board of Directors has adopted a stockholder rights plan and
 declared a dividend distribution of one preferred share purchase right on each
 outstanding common share of the Company.
     Vincent Hren, President and Chief Executive Officer of the Company stated:
 "The rights are designed to assure that all of Microtest's shareholders
 receive fair and equal treatment in the event of any proposed takeover of the
 Company and to guard against abusive tactics to gain control of Microtest
 without paying all shareholders a premium for that control.  The rights are
 not being adopted in response to any specific hostile takeover threat."
     The rights are intended to enable all Microtest shareholders to realize
 the long-term value of their investment in the Company.  The rights will not
 prevent a takeover, but should encourage anyone seeking to acquire the Company
 to negotiate with the Board prior to attempting a takeover.
     The rights will become exercisable only if a person or group becomes an
 "acquiring person" by acquiring beneficial ownership of 15% or more of
 Microtest's common shares or if a person or group announces or commences a
 tender offer or exchange offer that would cause a person or group to
 become an acquiring person.  Each right will entitle shareholders to buy one
 one-thousandth of a new series of junior participating preferred share at an
 exercise price of $25.00.
     Once a person or group becomes an acquiring person, each right will
 entitle its holder (other than the acquiring person or group) to purchase, at
 the right's then-current exercise price, a number of Microtest's common shares
 having a market value of twice such price.  In addition, if Microtest is
 acquired in a merger or other business combination transaction after a person
 has become an acquiring person, each right will entitle its holder to
 purchase, at the right's then-current exercise price, a number of the
 acquiring company's common shares having a market value of twice such price.
 The acquiring person or group will not be entitled to exercise these rights.
     Prior to the time that a person or group becomes an acquiring person, the
 rights are redeemable for $.01 per right at the option of the Company's Board
 of Directors.  The dividend distribution will be made on April 14, 2001,
 payable to shareholders of record on such date, and is not taxable to
 shareholders.  The Rights will expire on April 4, 2011.
 
     About Microtest
     Microtest's purpose is to bring people and information together with
 innovative technology that simplifies evolving networks.  Microtest is a
 leader in network test and measurement products such as OMNIScanner(TM)2,
 PentaScanner(R), CertiFiber(R), and OMNIFiber(TM), and network appliance and
 storage products such as FileZerver(TM), DiscZerver(TM), and LinuxZerver(TM).
 Headquartered in Phoenix, Microtest has international offices in Munich,
 Germany; Crawley, United Kingdom; Beijing, China; Sao Paulo, Brazil;
 Guadalajara, Mexico and Singapore.  Visit Microtest at www.microtest.com.
 
 SOURCE  Microtest(R), Inc.

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