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AudioCodes Announces Agreement to Acquire Nuera Communications

Our client, AudioCodes (Nasdaq: AUDC), a leading provider of Voice over Packet (VoP) technologies and Voice Network products, today announced that it has entered into a definitive agreement to acquire Nuera Communications, Inc., a leading provider of Voice over Internet Protocol (VoIP) infrastructure solutions for broadband and long distance with an extensive client base in North America as well asin Asia and Europe.
"This Agreement with Nuera places AudioCodes in a stronger position inthe Cable and Voice over Broadband markets and in particular in North America and Asia," said Shabtai Adlersberg, Chairman, President and CEO ofAudioCodes. "We are also pleased to welcome Nuera’s employees to the AudioCodes team. Together we will create a more capable, larger scale VoIP equipment provider in North America to serve Service Providers and support our Network Equipment Providers in cable, wireless, and wireline markets and we will offer best of breed media gateway carrier grade products to a wider group of customers."
"Joining AudioCodes, a leading independent provider of VoIP mediagateways and media servers, is a natural step for Nuera’s customers and employees," said Bill Ingram, President and CEO of Nuera. "Given our success in Voice over Broadband, market trends of convergence within IMS and AudioCodes’ wider suite of products, I am confident that our customers, employees and partners will be pleased with this move."
The consideration for this transaction will consist of payment of $85 million in cash to the stockholders of Nuera, subject to reduction for certain expenses, plus an earn out arrangement under which AudioCodes has agreed to pay up to an additional $5 million if Nuera achieves certain revenue milestones during the first 12 months after consummation of the transaction. Following the transaction, Nuera will become a wholly-owned subsidiary of AudioCodes
Conference Call and Web Cast

AudioCodes management will host a conference call to discuss the transaction which will be webcast live today, May 16, 2006 at 9:00 a.m. Eastern Time / 6:00 a.m. Pacific Time. Investors are invited to listen to the live call by dialing 1-800-938-1019 in the United States or by dialing 1-706- 679-0777 when calling internationally. Investors worldwide may also listen to the call live via webcast by visiting AudioCodes’ Website at Please go to the Website at least 15 minutes early toregister, download, and install any necessary audio software.

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