Willtek Communications to combine with Wireless Telecom Group

Ismaning/Chessington/Indianapolis, October 8, 2004 – Willtek Communications today announced that its shareholders have signed a definitive agreement to sell 100% of its share capital to the US public company, Wireless Telecom Group (AMEX symbol: WTT). WTT is one of the leading US test and measurement companies operating under the Boonton Electronics, Noise/Com and Microlab/FXR brands. The four brands are successful providers in their respective fields of radio frequency (RF) expertise; the cooperation of these product lines is believed to bring about improved products and to further enhance the sales and service presence of each product line. The collaboration anticipates the combination of Willtek Communications with Wireless Telecom Group. The deal is subject to WTT’s shareholders approval and is expected to close before March 2005.

Although both companies are of similar size, the anticipated combination is technically an acquisition of Willtek Communications by Wireless Telecom Group Inc. as announced in WTT’s press release dated October 5, 2004. Willtek’s owners, Investcorp and Damany Holdings, receive considerations in cash and WTT stock, representing approximately 32% of the combined company’s capital stock. The combination of both companies results in a larger corporation with the potential to grow through joint product development and increased sales coverage. Willtek’s CEO, Cyrille Damany, will be appointed CEO of the combined group.

Boonton Electronics is a vendor of RF power meters and sensors with outstanding performance. Noise Com is the well-established manufacturer of noise generators, components and bit error rate test analyzers. Microlab/FXR produces a multitude of components for many RF applications including wireless communications.

“WTT’s market leadership and strategic vision match our own immediate and long-term goals at Willtek, making this partnership a perfect match for both companies,” said Cyrille Damany, Chief Executive Officer of Willtek. “I believe the combination of these two cultures and of our respective technologies will enable us to rapidly expand our products, enter new markets and deliver a broader range of products and services to our customers. I am personally looking forward to managing the combined company when the transaction is consummated and leading it to new heights in servicing its customers.”

Hazem Ben-Gacem, the Investcorp partner representing Willtek’s majority shareholder, commented “We are very pleased with our investment in Willtek and the outstanding progress that the company has accomplished since its buyout from Acterna in May 2002. Furthermore, we are excited with the prospect of being a major shareholder in the combined Willtek-WTT group and believe that further value can be generated from this combined entity”.

“We believe that this acquisition will not only increase our revenues, but we also believe it will make our combined company a more attractive investment to a wider shareholder base and allow us to reach new levels of capacity and future growth. We are extremely excited at what Willtek has to offer and look forward to the potential future synergies when we begin to work together” added Gary Simonyan, acting Chairman of the Board of WTT.

关于德国威尔泰克通讯技术有限公司

德国威尔泰克通讯技术有限公司（Willtek Communications）为无线行业提供测试和测量解决方案，其服务对象包括网络运营商、服务供应商和移动终端设备生产商。威尔泰克在全球范围内提供手持频谱分析仪和终端测试解决方案,在研发3G无线设备创新测试解决方案方面扮演着领导角色。威尔泰克的移动测试解决方案获得几乎所有领先移动设备生产商的认可。威尔泰克公司的手持式频谱分析仪被广泛用于天线和卫星维护、辐射测量、一般维修和军事应用。

德国威尔泰克通讯技术有限公司原为安科特纳（Acterna）公司的无线仪器部，于2002年5月独立出来。Willtek 于2005年7月成为Wireless Telecom Group, Inc. 的全资子公司。威尔泰克公司的总部设在德国慕尼黑的Ismaning，在美国新泽西州的Parsippany、英国曼彻斯特附近的Cheadle Hulme、法国巴黎附近的Roissy、中国上海和新加坡设有公司分部。

About Wireless Telecom Group (WTT)

WTT is a global provider of electronic noise generation equipment in the telecommunications field.  It develops, manufactures and markets a wide variety of electronic noise sources, passive microwave components and electronic testing and measuring instruments, including power meters, volt meters and modulation meters.  WTT’s products have historically been primarily used to test the performance and capability of cellular/PCS and satellite communications systems, and to measure the power of RF and microwave systems.  Other applications include radio, radar, wireless local area network (WLAN) and digital television.  WTT’s current operations are conducted through WTT and its wholly owned subsidiaries Boonton Electronics Corporation and Microlab FXR.  Boonton Electronics Corporation is a leader in the manufacture of test equipment dedicated to measuring the power of RF and Microwave Systems used in multiple telecommunications markets.  Microlab/FXR is a global provider of passive microwave components including power splitters, directional couplers and filters.  These products are employed as system components in commercial applications such as wireless base stations for cellular, paging and private communications, in-building wireless signal distribution, television transmitters and aircraft navigation counter measures and missile guidance.  WTT’s website address is http://www.wtt.bz.