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.

About Willtek and Wireless Telecom Group

Wireless Telecom Group designs and manufactures radio frequency (RF) and microwave products for wireless and advanced communications industries and markets its products and services worldwide under the Boonton, Microlab, Noisecom and Willtek brands. Its complementary suite of high performance instruments and components includes peak power meters, signal analyzers, power splitters, combiners, diplexers, noise modules, precision noise generators and mobile phone testing solutions. The company serves both commercial and government markets with workflow-oriented solutions.

Under the Willtek brand, Wireless Telecom Group provides test and measurement solutions to the wireless industry – including service providers and manufacturers of mobile terminal equipment for cellular and PMR networks. Willtek delivers handheld spectrum analyzers and terminal test solutions across the world; its mobile test solutions are approved by leading mobile manufacturers. Handheld spectrum analyzers from Willtek are used in antenna and satellite maintenance, radiation measurements, and general repair.

Wireless Telecom Group is headquartered in the United States of America, in the New York City metropolitan area, and maintains a global network of Sales and Service offices for excellent, local product service and support.

Wireless Telecom Group’s website address is www.wirelesstelecomgroup.com.
Visit Willtek’s website for more information: www.willtek.com

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.