FOR IMMEDIATE RELEASE
Contacts: NETRIX: Peter Kendrick/Tony Morris,
NETRIX Corporation (703) 742-6000
OpenROUTE: Henry Barber/Richard Sterry,
OpenROUTE Networks (508) 898-2800
Investors: Rich Schineller/Victor Shalom,
Morgen-Walke Associates (212) 850-5600
Press: Jennifer Gery, Morgen-Walke Associates (212) 850-5733
NETRIX AND OPENROUTE NETWORKS SIGN DEFINITIVE
AGREEMENT TO MERGE
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 agreement, 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 Steve Francesco,
NETRIX'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."
Bryan Holley, 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. NETRIX'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
13595 Dulles Technology Drive, Herndon, Virginia 20171. Phone: (703) 742-6000
or 800/949-2737; Fax: 703/742-4048; Internet: <http://www.netrix.com/>
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: <http://www.openroute.com/>.
Safe Harbor: 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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