MTS Sells 247,500 Additional Shares Of Common Stock Pursuant To Underwriters' Over-Allotment Option

EDEN PRAIRIE, MN, June 14, 2016 /PRNewswire/ -- MTS Systems Corporation (Nasdaq: MTSC), a leading global supplier of high-performance test systems and position sensors, announced today that the underwriters of its recent public offering of common stock, par value $0.25 per share (the "Common Stock") have exercised their over-allotment option to purchase an additional 247,500 shares, bringing the total number of shares sold in the offering of Common Stock to 1,897,500 shares and total gross proceeds to approximately $79.7 million. Total net proceeds of the Common Stock offering to MTS, after deducting underwriting discounts and commissions and other estimated offering expenses payable by MTS, will be approximately $73.5 million.

The closing of the sale of the additional shares of Common Stock pursuant to the exercise of the over-allotment option is subject to customary closing conditions and is expected to close on or about June 15, 2016, along with the closing of the Common Stock offering and the concurrent offering of 1,000,000 8.75% tangible equity units (the "Tangible Equity Units"). MTS intends to use substantially all of the net proceeds from both offerings to partially fund the acquisition of PCB Group, Inc. ("PCB"), repay amounts outstanding under our existing revolving credit facility and pay related fees and expenses. If the acquisition of PCB is not completed, MTS intends to use the net proceeds from the Common Stock offering and the Tangible Equity Units offering for general corporate purposes.

The completion of the Common Stock offering is not contingent on the completion of the Tangible Equity Units offering, and the completion of the Tangible Equity Units offering is not contingent on the completion of the Common Stock offering, and neither offering is contingent on the completion of the acquisition of PCB.

J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are serving as the joint book-running managers for the Common Stock offering and for the Tangible Equity Units offering. The shares of Common Stock and the Tangible Equity Units, including the component stock purchase contracts and amortizing notes, have been issued pursuant to an effective registration statement previously filed with the Securities and Exchange Commission (the "SEC") on Form S-3 (File No. 333-211901) and are available for review on the SEC's website at www.sec.gov. A final prospectus supplement related to the offering of Common Stock and a final prospectus supplement related to the offering of Tangible Equity Units have been filed with the SEC and are available on the SEC's website at www.sec.gov.

Copies of the final prospectus supplement and the accompanying base prospectus related to the Common Stock and the final prospectus supplement and the accompanying base prospectus related to the Tangible Equity Units may be obtained from J.P. Morgan Securities LLC (at Attn: Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, New York 11717, or by calling 1-866-803-9204) and Wells Fargo Securities, LLC (at Attn: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, [email protected] or by calling 1-800-326-5897).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About MTS Systems Corporation

MTS Systems Corporation's testing hardware, software and services solutions help customers accelerate and improve their design, development and manufacturing processes and are used for determining the mechanical behavior of materials, products and structures. MTS high-performance position sensors provide controls for a variety of industrial and vehicular applications. MTS had 2,400 employees as of October 3, 2015 and revenue of approximately $564 million for the fiscal year ended October 3, 2015. Additional information on MTS can be found at www.mts.com.

Cautionary Information Regarding Forward-Looking Statements

This release contains "forward-looking statements" made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts.  These statements are based on MTS's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements.  Risks, uncertainties and assumptions include, but are not limited to: (1) the proposed transaction may not be completed, or completed within the expected timeframe; (2) costs relating to the proposed transaction may be greater than expected; (3) the possibility that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval in connection with the proposed transaction; (4) problems that may arise in integrating the businesses of the two companies and that the integration may not be successful; (5) the combined company may be unable to achieve the anticipated synergies or those benefits may take longer to realize than expected; (6) the businesses of one or both companies may suffer as a result of uncertainties surrounding the proposed transaction including disruption of relationships with customers, employees or suppliers; (7) increased competition and its effect on pricing; and (8) other risks beyond the control of either party.  Additional factors that could cause MTS's actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, those described in the "Risk Factors" section in each of the prospectus supplements with respect to the offerings and MTS's most recent Form 10-K filed with the SEC and updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, each of which is available on the SEC's website at www.sec.gov. Forward-looking statements speak only as of the date on which statements are made, and MTS undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances.

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SOURCE MTS Systems Corporation

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