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Exhibit 99.1
FOR IMMEDIATE RELEASE
PRESS CONTACTS:
Debra Eisenberg Susana Thompson
Visual Networks The Harbor Group
301-296-2295 978-526-1601
[email protected] [email protected]
INVESTOR CONTACT:
Peter J. Minihane
Visual Networks
301-296-2365
[email protected]
VISUAL NETWORKS, INC. COMPLETES MERGER WITH
AVESTA TECHNOLOGIES, INC.
ROCKVILLE, MD - MAY 25, 2000 -- Visual Networks, Inc. (NASDAQ: VNWK) - the
leading provider of service management solutions for the Internet and e-business
- today announced that it has completed its merger with privately held Avesta
Technologies, Inc.
Under the terms of the transaction announced on February 7, 2000, Visual
Networks has issued approximately 6.5 million shares of Visual Networks common
stock in exchange for all of the outstanding capital stock, options and warrants
of Avesta Technologies. Equity holders of Avesta Technologies also will be
entitled to receive up to 2.0 million shares of Visual Networks common stock as
additional consideration if certain revenue goals for Avesta Technologies'
products are achieved in calendar year 2000. The transaction is being accounted
for as a purchase business combination and is structured as a tax-free
reorganization for federal income tax purposes.
By combining Avesta Technologies' next-generation event management and
applications monitoring capability into its product portfolio, Visual Networks
is responding to the growing trend among enterprises to outsource their networks
and applications to service providers. This rapid shift in market dynamics has
created a need for end-to-end service management that integrates networks,
systems and applications into a unified service view for service providers and
their enterprise customers. The companies' combined product set answers this
need by giving customers the systems required to deploy e-commerce solutions
quickly and confidently.
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With the acquisition of Avesta Technologies, Visual Networks will be able to
provide its traditional carrier and ISP customer base with unparalleled fault
and event management and application monitoring solutions. Visual Networks'
expanded product portfolio gives customers the ability to manage real-time and
historical availability and performance on an end-to-end basis across all
service definitions - from base transport services through and including hosted
applications services. Additionally, this acquisition expands Visual Networks'
market opportunity to include large enterprise IT organizations, as well as the
rapidly emerging applications service provider market.
ABOUT AVESTA TECHNOLOGIES, INC.
Founded in 1996 by former senior information technology executives from the
financial services industry, Avesta Technologies is a leading provider of
software solutions that manage the infrastructure of e-business. It provides
software for service providers, Internet companies, other corporations and
government agencies. Avesta's software provides a simple and rapid way for
organizations to detect service disruptions, isolate their root causes and
identify their business impact. Headquartered in New York City, the company
currently employs approximately 200 people. Avesta's extensive client base
includes global financial institutions, telecommunications and service
providers, and dot-com industry leaders. The company operates in five locations,
including offices in San Jose, CA; Ottawa, ON; Singapore; and London, UK.
ABOUT VISUAL NETWORKS, INC.
Visual Networks, Inc. is the market leader in providing service management
solutions for New World networks. The company provides reliable network
infrastructure for the Internet and IP corporate networks whether they are
running on frame relay, ATM, IP, VPN, DSL or any other transport technologies.
By utilizing Visual Networks' systems -- such as Visual UpTime(R) and Visual IP
InSight(TM) and Avesta Technologies' Trinity and eWatcher products -- service
providers and their subscribers can increase network reliability, dramatically
reduce operational expenses, and lower their customers' total cost of ownership.
Visual Networks' headquarters are located in Rockville, Maryland, with sales
offices nationwide. For additional information about Visual Networks, call
1.800.240.4010 or visit www.visualnetworks.com.
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This press release may contain forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and is subject to the safe harbor created by those
sections.
Visual Networks assumes no obligation to update the information contained in
this press release. Visual Networks' future results may be impacted by its
ability to continue to implement its provider deployment model, its lengthy
sales cycle, dependence upon its major customers, risks associated with the
integration of acquisitions, risks associated with rapid technological change
and the emerging services market, potential fluctuations in its quarterly
operating results, its dependence on sole and limited source suppliers and
fluctuations in component pricing and its dependence upon key employees. Visual
Networks' future results may be impacted by other risk factors listed from time
to time in its SEC reports, including, but not limited to, the Company's
Registration Statement on Form S-4 filed April 4, 2000, as amended, and the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
