LARS Larscom Incorporated (MM)

Verilink Announces Closing of Larscom Merger MADISON, Ala., July 28 /PRNewswire-FirstCall/ -- Verilink Corporation (NASDAQ:VRLK) - a market leader in broadband access solutions, today announced the completion of its merger with Larscom Incorporated (NASDAQ:LARS), effective as of 9:00 pm Eastern Time today, following the approvals of the shareholders of both Verilink Corporation and Larscom Incorporated as announced yesterday. "This merger with Larscom represents a major milestone in Verilink's strategy to become a leading provider of next-generation broadband access solutions," said Leigh S. Belden, President and Chief Executive Officer of Verilink. "The Larscom merger increases our customer base, expands our channel partnerships, strengthens our cash position, adds to our overall annual revenue base and broadens our product offering to better serve our customers. This includes strengthening our offering in the integrated access space as well as taking us into the high-growth Optical Ethernet Access market, an important new segment for Verilink." Larscom shareholders will receive 1.166 shares of Verilink Common Stock for each share of Larscom Common Stock outstanding. Larscom Common Stock ceased trading on the Nasdaq SmallCap Market at the close of market on Wednesday, July 28, 2004. Instructions for the exchange of Larscom shares for Verilink shares will be mailed to registered holders of Larscom Common Stock. Larscom shareholders should not send in their stock certificates until they review such instructions. The merger is intended to qualify as a tax-free reorganization and will be accounted for as a purchase. About Verilink Corporation Verilink provides customer premises voice and data access solutions to service providers, strategic partners and enterprise customers on a worldwide basis. Verilink is a market leader in voice over packet and voice over TDM IAD solutions including VoIP, VoDSL and VoATM. Data only offerings include access routers, probes, CSU/DSUs, DACS and network monitoring solutions. Verilink turnkey service solutions empower carriers with the flexibility to provide integrated services regardless of network technology. The Company's headquarters are located at 127 Jetplex Circle, Madison, AL 35758. Verilink stock trades on the Nasdaq National Market under the symbol VRLK. To learn more about Verilink, visit the website at http://www.verilink.com/ . Safe Harbor Statement Except for the historical information contained herein, the matters set forth in this press release, including statements as to the expected benefits of the combination of the two companies, future product offerings, expected synergies, and timing of closing, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to, the ability to successfully integrate the two companies and achieve expected synergies following the merger, and the ability of the combined company to develop and market successfully and in a timely manner new products, the impact of competitive products and pricing and of alternative technological advances. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are included in the joint proxy statement/prospectus referred to above, as well as Verilink's Annual Report on Form 10-K for the fiscal year ended June 27, 2003 and most recent quarterly report on Form 10-Q for the quarter ended April 2, 2004, and Larscom's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as amended, and most recent quarterly report on Form 10-Q for the quarter ended March 31, 2004, each of which were mailed to Verilink and Larscom stockholders along with the joint proxy statement/prospectus. These forward-looking statements speak only as of the date hereof. Verilink and Larscom disclaim any intention or obligation to update or revise any forward-looking statements. Verilink and the Verilink logo are registered trademarks of Verilink Corporation. Larscom and the Larscom logo are registered trademarks of Larscom Incorporated. All other trademarks or registered trademarks are the property of the respective owners DATASOURCE: Verilink Corporation CONTACT: Bill Smith, Vice President and CFO, +1-256-327-2204, or , or Gary W. Gray, +1-408-813-1290, or , both of Verilink Corporation Web site: http://www.verilink.com/

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