Verilink to acquire Larscom

April 29, 2004 Madison, AL -- Verilink Corp. and Larscom have entered into a definitive merger agreement in which Verilink will acquire Larscom. The all-stock transaction, which has been approved by the boards of directors of each company, combines two companies with complementary product lines and customer bases, creating a leading broadband access solutions company.

Apr 29th, 2004

April 29, 2004 Madison, AL -- Verilink Corp. and Larscom have entered into a definitive merger agreement in which Verilink will acquire Larscom. The all-stock transaction, which has been approved by the boards of directors of each company, combines two companies with complementary product lines and customer bases, creating a leading broadband access solutions company.

Under the terms of the definitive agreement, Verilink will acquire Larscom for approximately 6 million shares of Verilink common stock, with each Larscom share being converted into 1.166 Verilink shares, subject to certain adjustments.

"This acquisition is another milestone in the execution of our strategy to become a leading provider of first mile, access solutions that enable our customers to leverage their existing infrastructure while transitioning to next-generation architectures," asserts Leigh S. Belden, president and chief executive officer of Verilink. "Larscom brings a complementary customer base and synergistic products, and the combined companies will possess one of the industry's broadest portfolios of broadband access products. We believe as a single company, we can better assist telecom service providers in their offering of value-added services such as high-speed Ethernet and Voice over IP while minimizing their total investment," he says. "Importantly, by combining the two companies, we believe we will be able to achieve significant synergies and economies of scale, enabling us to increase overall profitability."

Newark, CA-based Larscom is focused on the edge of the Metro Network and offers a portfolio of WAN access equipment for the carrier and enterprise markets. These products include optical edge access multiplexers for both TDM and Ethernet over SONET, integrated access devices (IADs), inverse multiplexers, and CSU/DSUs.

"We are excited about combining with Verilink and believe it will offer our customers a uniquely broad and state-of-the art product line of access solutions and services," contends Daniel L. Scharre, chief executive officer of Larscom. "We are looking forward to building a strong combined company for the benefit of our customers, stockholders and employees."

"The addition of Larscom's eLink family of T1 Integrated Access Devices (IADs) increases the breadth of Verilink's portfolio of TDM, voice over packet, and voice over IP IADs and gives our carrier customers more choices and options as they roll out their current and next generation integrated services offerings," adds Verilink's Belden.

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