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Symmetricom Announces Pricing of Convertible Note Offering

San Jose, Calif. — June 3, 2005 — Symmetricom, Inc. (NASDAQ: SYMM) announced today that it has agreed to sell $100.0 million aggregate principal amount of its 3 ¼% contingent convertible subordinated notes due 2025 through a private placement to qualified institutional buyers pursuant to Rule 144A. The Company expects to close the transaction on or about June 8, 2005.  The Company has also granted to the initial purchasers of the notes a 30-day option to purchase up to an additional $20.0 million of the notes.
 
The notes will be general, unsecured obligations of the Company and will bear interest at a rate of 3 ¼% per annum.  The notes will mature on June 15, 2025 and may not be redeemed by the company prior to June 20, 2012.  Holders of the notes may require the company to repurchase some or all of the notes on June 15, 2012, 2015 and 2020. The notes provide for a net share settlement, and therefore may be convertible, under certain circumstances into a combination of cash, up to the principal amount of the notes, and common stock of the company, if there is any excess, at an initial conversion price of $12.49.
 
The Company intends to use the net proceeds from the notes offering for working capital and general corporate purposes, which may include acquisitions.
 
The notes have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.


About Symmetricom, Inc.
As a worldwide leader in precise time and frequency products and services, Symmetricom provides 'Perfect Timing' to customers around the world. Since 1985, the company's solutions have helped define the world's time and frequency standards, delivering precision, reliability and efficiency to wireline and wireless networks, instrumentation and testing applications and network time management. Deployed in more than 90 countries, the company's synchronization solutions include primary reference sources, building integrated timing supplies (BITS), GPS timing receivers, time and frequency distribution systems, network time servers and ruggedized oscillators. Symmetricom also incorporates technologies including Universal Timing Interface (UTI), Network Time Protocol (NTP), Precision Time Protocol (IEEE 1588), and others supporting the world's migration to Next-Generation-Networks (NGN). Symmetricom is based in San Jose, Calif., with offices worldwide. For more information, visit http://www.symmetricom.com.
Financial Contacts:
Bill Slater
Chief Financial Officer
Symmetricom
408 428 7801
bslater@symmetricom.com

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