this week that it has entered into a definitive merger agreement with Praegitzer Industries, Inc., a leading designer and manufacturer of complex printed circuit boards.

Under the agreement, Tyco will acquire, for cash, all of the outstanding common shares of Praegitzer at a price of $5.50 per share.

"Praegitzer is an excellent fit with the Tyco Printed Circuit Group (TPCG),'' said Dennis Kozlowski, chairman and chief executive officer of Tyco, enumerating the advantages of the deal.

"First, the combination of Praegitzer's volume commercial production facilities with ours creates solid opportunities in the data networking and telecommunications markets. Second, the addition of Praegitzer's quick-turn capability clearly positions TPCG as the leader in this attractive market.

Finally, Praegitzer's design centres will enhance our ability to provide advanced circuit board design support for the newest generation of electronics from our Tyco Submarine Systems undersea telecommunications business.'' Mr.

Kozlowski also noted that the acquisition will provide an immediate positive contribution to Tyco's earnings.

"Together we can provide our customers with a more comprehensive range of integrated solutions to accommodate the rapid growth of the technological adept interconnect market on a global basis,'' said Matt Bergeron, president and chief operating officer of Praegitzer.

Under the Agreement, a subsidiary of Tyco will shortly commence a tender offer to purchase all of Praegitzer's 13,129,751 shares of common stock for $5.50 per share in cash, for a total of approximately $72 million. The tender offer will be followed by a merger in which each of the remaining shares of Praegitzer will be exchanged for $5.50 in cash.

Tyco International Ltd., a diversified manufacturing and service company, is the world's largest manufacturer and servicer of electrical and electronic components and undersea telecommunications systems, the world's largest manufacturer, installer, and provider of fire protection systems and electronic security services, has strong leadership positions in disposable medical products, plastics, and adhesives, and is the largest manufacturer of flow control valves.

The Company, headquartered in Bermuda, operates in more than 80 countries around the world and has expected fiscal 2000 revenues in excess of $25 billion.