Netrix and OpenROUTE Networks
Sign Definitive Agreement to Merge
CONTACTS::
NETRIX: Xxxxx Xxxxxxxx/Xxxx Xxxxxx, Netrix Corporation (000) 000-0000
OpenROUTE: Xxxxx Xxxxxx/Xxxxxxx Xxxxxx, OpenROUTE Networks (000) 000-0000
Investors: Xxxxxxx Xxxxxxxxxx/Xxxxxx Xxxxxx, Xxxxxx-Xxxxx (000) 000-0000
Press: Xxxxxxxx Xxxx, Xxxxxx-Xxxxx (000) 000-0000
HERNDON, VA and WESTBORO, MA-- September 30, 1999 -- NETRIX Corporation (Nasdaq:
NTRX), a leader in Internet telephony technology, and OpenROUTE Networks, Inc.
(Nasdaq: OPEN), a leading provider of Internet access and solutions for Internet
Service Providers (ISPs), telcos, CLECs, and enterprises, today announced that
they have signed a definitive agreement to combine the two companies.
The transaction has been approved by the Boards of Directors of both companies,
but is still subject to normal conditions of closing, stockholder approval of
both companies and the required regulatory approvals. Under terms of the letter
of intent, NETRIX shareholders will retain their shares, and each share of
OpenROUTE common stock will be exchanged for one share of NETRIX common stock.
"I am pleased to have achieved this milestone," stated Xxxxx Xxxxxxxxx, XXXXXX's
Chairman and Chief Executive Officer. "We can now aggressively move forward
toward closing the deal and bringing the truly state-of-the-art solutions to the
marketplace. We fully intend to be offering products based upon our combined
technologies by year end."
Xxxxx Xxxxxx, OpenROUTE's President and Chief Executive Officer commented, "I am
very happy that the definitive agreement has been unanimously approved by both
Boards. We can now focus on the integration and implementation elements that
will enable us as a viable player in the converged voice and data marketplace.
This will enable us to hit the ground running by the merger closing date."
NETRIX provides voice and data networking products designed to deliver
multi-service networks for the transport of voice and data. NETRIX customers
include multi-national corporations, emerging service providers, and government
agencies in over 60 countries worldwide. OpenROUTE designs and manufactures
products that connect corporate office to the Internet. OpenROUTE customers and
partners include first-tier ISPs such as PSInet, UUNET/WorldCom, MCI/Worldcom,
UltraNet/RCN and iCi/WinStar, as well as organizations like AT&T , Ameritech and
the U.S. Navy.
The merger represents a major development in the Internet telephony industry
through the melding of key product and market competencies from both companies.
XXXXXX's world-class Voice over Internet Packet and Internet telephony solutions
combined with OpenROUTE's security, firewall, Virtual Private Network and
enhanced IP performance products and services will allow the merged organization
to offer a full range of scalable products delivering infrastructure-independent
virtual private voice and data networks.
ABOUT NETRIX
NETRIX Corporation is a leading worldwide provider of voice and data networking
products. NETRIX products are designed to deliver multi-service networks for the
transport of voice and data to enable its customers to provide a wide variety of
voice and data services. Combining patented, switched, compressed voice
technology and advanced networking capabilities, NETRIX delivers networking
solutions that improve network performance and deliver an array of tarrifable
network services. NETRIX's customers include multi-national corporations,
emerging service providers, and government agencies in over 60 countries
worldwide. Corporate headquarters are located at 00000 Xxxxxx Xxxxxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000. Phone: (000) 000-0000 or 800/000-0000; Fax:
703/000-0000; Internet: xxxx://xxx.xxxxxx.xxx.
ABOUT OPENROUTE NETWORKS
Founded in 1972, OpenROUTE developed the first multiprotocol router in 1985.
Today, OpenROUTE software powers more than 200,000 routers worldwide, and has
been licensed by IBM, Motorola, Ascend, and many other leading vendors. For
further information, contact OpenROUTE Networks, Inc., Westboro, Massachusetts
at 800/545-7464 or Internet: xxxx://xxx.xxxxxxxxx.xxx.
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This release contains forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by NETRIX and OpenROUTE
with the SEC, specifically the most recent reports which identify important risk
factors that could cause actual results to differ from those contained in the
forward-looking statements, including potential fluctuations in quarterly
results, dependence on new product development, competition, ability to secure
protection for proprietary products and other intellectual property, rapid
technological and market change, failure to complete planned products on
schedule and on budget, financial risk management and future growth subject to
risks, the companies' ability to achieve Year 2000 compliance, adverse changes
in the regulatory or legislative environment, and failure to close the merger
timely or at all. The companies undertake no obligation to release publicly any
revisions to any forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events
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