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SEC CLEARS FLUKE PROXY MATERIALS RELATING TO THE ACQUISITION OF PHILIPS TEST & MEASUREMENT BUSINESS

 EVERETT, Wash., April 22 /PRNewswire/ -- John Fluke Mfg. Co. Inc. (AMEX: FKM; PSE) announced today that the Securities and Exchange Commission (SEC) has cleared, and the company has mailed, the proxy statement relating to the special stockholders' meeting, at which the proposed acquisition of Philips Test and Measurement (T&M) business will be considered. A majority of the votes cast at the special meeting is required to approve the proposed transaction.
 Fluke announced in February 1993 that its board of directors approved this acquisition and has recommended ratification by Fluke stockholders. Philips Electronics N.V.'s (NYSE: PHG) board of management has also approved the transaction. Fluke's board approved the acquisition because it felt it would strengthen Fluke's market position and increase product-development capabilities in Europe, provide an effective European organization and improve the financial performance of the company over the long term. In addition, because of the five-year history of the alliance with Philips, Fluke has a good understanding of the operations, products and personnel of the Philips T&M Business.
 The proxy statement, dated April 22, was mailed to stockholders, and the special meeting is scheduled to be held on May 24. The special meeting will take place at the Bellevue Athletic Club, 11200 6th Street, Bellevue, Wash., in the Olympic Ballroom, Suite C, at 3:30 p.m.
 The purchase agreement provides that Fluke will acquire all of the shares of a newly created Dutch holding company in exchange for $33.8 million in cash, one million shares of Fluke common stock and the potential for additional cash payments to Philips based upon the operating results of Fluke over the next three years.
 In addition, all of the Fluke Series A Stock owned by Philips (equivalent to 538,144 shares of common stock) will be converted into
Fluke common stock upon the closing of the acquisition. At the completion of the acquisition, Philips will own 1,538,144 shares of Fluke common stock or approximately 19 percent of the outstanding shares. Fluke has agreed to nominate two Philips designees to board of director positions provided that Philips owns in excess of 12 percent of Fluke's outstanding common stock. One designee of Philips, Stephen C. Tumminello, chief executive officer of North American Philips Corp., currently serves as a director of Fluke.
 Philips has agreed to a standstill agreement and other stock restrictions, and may only sell Fluke common stock pursuant to certain quantity limitations and a defined time schedule as outlined in the proxy statement.
 Fluke will be acquiring manufacturing, marketing and research and development operations in Almelo and Heerlen, The Netherlands, product marketing and development operations in Eindhoven, The Netherlands, and Hamburg, Germany, and sales and service operations in 14 European countries. Fluke will employ approximately 920 Philips Test and Measurement employees and will also employ additional Philips personnel in certain support functions.
 The acquired business will include the ScopeMeter, oscilloscope, logic analyzer and function generator product lines. Philips will retain the pulse generator, counter, power supply and professional TV test equipment product lines as well as the function generator manufacturing facilities in Hamburg, Germany. Fluke will continue to sell the counters and pulse generators pursuant to a distributor agreement and sell the function generators to be manufactured by Philips in Hamburg.
 This release is not intended to fully describe the transaction. A complete description of the acquisition is included in the proxy statement and related documents dated April 22, and a copy is available from Fluke.
 Fluke's mission is to be the leader in compact, professional electronic test tools. Fluke focuses on customers in service, manufacturing test and quality functions in a variety of industries. Founded in 1948 and headquartered in Everett, Fluke produced revenues of $271.8 million in its most recent fiscal year ended Sept. 25, 1992. Fluke is a publicly held company, traded under the symbol "FKM" on the American and Pacific Stock Exchanges.
 Philips Electronics is one of the world's largest electronics companies with sales of $32.3 billion in 1992 and, as of Dec. 31, 1992, 252,200 employees worldwide. Its products include lighting, consumer electronics, components, semiconductors, communications systems, medical systems, industrial electronics, domestic appliance and personal care products. Its shares are traded on 17 stock exchanges in the world, including The New York Stock Exchange and the stock exchanges in London and Amsterdam.
 -0- 4/22/93
 /CONTACT: Liane M. Woodward, manager, Investor Relations, of John Fluke Mfg., 206-356-5566/
 (FKM PHG)


CO: John Fluke Mfg. Co. Inc.; Philips Electronics N.V. ST: Washington IN: CPR SU: TNM

LM -- SE001 -- 9219 04/22/93 09:10 EDT
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Date:Apr 22, 1993
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