Lucent to acquire Riverstone Networks

February 8, 2006 Murray Hill, NJ -- Lucent Technologies announced that it has signed a definitive purchase agreement to acquire certain net assets related to the business operations of Riverstone Networks, a maker of carrier-grade Ethernet routers for the telecommunications industry, for $170 million in cash.

According to a press release, the transaction is subject to completion of a bankruptcy court administered process under Riverstone's impending reorganization proceeding and other closing conditions.

Riverstone will file a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (the "Code"), and the acquisition of its assets is expected to occur at the conclusion of an auction process under Section 363 of the Code. If approved by the bankruptcy court, the transaction will be subject to the receipt of regulatory approvals and the satisfaction of other conditions, including the resolution of Riverstone's matters with the Securities and Exchange Commission. Lucent expects that all required approvals could be obtained and conditions to closing could be satisfied by the middle of the calendar year.

The total consideration for the assets may increase or decrease based on any subsequent change in the value of the net assets as provided in the agreement.

The net assets to be purchased primarily include Riverstone products, intellectual property, certain contracts and receivables, tangible long-lived assets, accounts payable and certain other accrued liabilities. The net assets primarily exclude cash, investments and debt. Substantially all of Riverstone's 400 employees are expected to join Lucent.

Lucent says the acquisition will complement its broadband, data, and optical networking platforms. Lucent currently resells Riverstone's systems to service providers globally in support of consumer and business multimedia network services.

"Riverstone is a valued partner in a space that we believe will continue to grow," comments Ken Wirth, president of Lucent's Multimedia Network Solutions unit. "This acquisition will enhance our ability to deliver large-scale Ethernet solutions, and will allow us to accelerate the development of next-generation, carrier-grade Ethernet solutions that enable our customers to deliver broadband services to businesses and residential subscribers. This is good news for our mutual customers."