Paradyne Gains Broadband Access Products by Acquiring Net to Net's Assets

7/28/2004 - Paradyne Networks, Inc. (NASDAQ: PDYN), a leading provider of broadband voice, data and video network access solutions, announced it has entered into a purchase agreement with Net to Net Technologies, Inc. to acquire Net to Netís complete product line and intellectual capital portfolio, substantially all of Net to Netís assets, and certain liabilities of Net to Net. In addition, Paradyne will acquire substantially all of the assets and products of Net to Netís foreign subsidiaries.

Net to Net, a privately held developer and manufacturer of broadband access equipment, is located in Portsmouth, N.H. This acquisition supports Paradyneís strategy to provide the most complete range of broadband access products to support service providers worldwide that are migrating voice and data to packet-based networks.

ďNet to Net has proven to be an exceptional company with a solid product portfolio that Paradyne will continue to develop and support,Ē said Sean Belanger, president and CEO of Paradyne. ďWe look forward to working with Net to Netís customers to seamlessly continue their deployment of Net to Netís IP-based DSLAMS to deliver voice, video and data over existing wireline networks.Ē

Upon closing of the transaction, Paradyne plans to maintain a research and development center in Portsmouth. Paradyne will offer positions to many of Net to Netís engineering, sales and support persons, and will integrate operations and manufacturing into its corporate headquarters and manufacturing plant in Largo, Fla.

Financial Terms: At closing Paradyne will pay Net to Net up to $3 million in cash and 604,839 shares of Paradyne stock, subject to certain purchase price adjustments. In addition, Paradyne will issue to Net to Net a warrant to purchase up to 1,008,065 shares of Paradyne stock at an exercise price of $5.95 per share, which will expire on December 31, 2005. Closing is expected to occur within two weeks.

Conference Call and Webcast
Paradyne will host a conference call this afternoon Ė Monday, July 26, 2004 Ė at 5 p.m. (ET) to discuss this acquisition. The call will be broadcast live on the Internet for investors and the general public. This listen-only webcast can be accessed through the Company section of the Paradyne website ( Participants should go to the website at least ten minutes before this event to download and install any necessary audio software. Or, participants may dial into the call at (706) 634-1225.

About Paradyne
Paradyneís broadband access equipment enables service providers to profitably deliver voice, data and video services and smoothly migrate to packet-based networks. These solutions include an extensive portfolio of broadband access concentrators, media gateways, and customer premises equipment. Services offered to business and residential customers worldwide using Paradyneís equipment include Voice over IP, high-speed Internet, Wide Area Networking featuring Service Level Management, IP switched video, and traditional T1/E1 data. More information may be obtained by visiting or by calling +1-727-530-8623.

Paradyne and the Paradyne Logo are registered trademarks of Paradyne Corporation.

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