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AudioCodes Announces Agreement to Acquire Netrake Corporation

Our client, AudioCodes, has announced that it has entered into a definitive agreement to acquire Netrake Corporation, a leading provider of Session Border Controllers (SBC) and Security Gateway solutions. SBCs enable connectivity, policies and security for real-time sessions such as VoIP and video when traversing IP to IP networks. Security Gateways enable secure real-time sessions across wifi, broadband and wireless networks in Fixed Mobile Convergence (FMC) deployments.

“This Agreement with Netrake provides AudioCodes with more products to help Service Providers and Network Equipment Providers (NEP) in enabling connectivity between disparate VoIP networks and deploying Fixed Mobile Convergence as well as IP Multimedia Subsystem (IMS) networks in the future," said Shabtai Adlersberg, Chairman, President and CEO of AudioCodes. "Together with the Netrake team we can now offer Session Border Controllers in addition to our Media Gateway and Media Server products, which will be three key network elements within IMS that enable the convergence of networks and applications.”

The purchase price consists of $10 million payable in cash at closing, plus an additional $1 million if Netrake achieves certain financial measures as of the closing date. Following the transaction, Netrake will become a wholly-owned subsidiary of AudioCodes.

The transaction is expected to be consummated in the third quarter of 2006, and is subject to usual and customary conditions for transactions of this nature, including regulatory approvals. The transaction has been approved by the boards of directors of both companies and by the stockholders of Netrake.

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