Boca Research and Hayes Microcomputer Products jointly announce letter of intent.

BOCA RATON, Fla. and ATLANTA--(BUSINESS WIRE)--June 29, 1995-- Hayes Microcomputer Products Inc. and Boca Research Inc. today jointly announced that executives of both companies have signed a letter of intent which will result in the acquisition of Hayes by Boca. Further, this transaction will result in the financing for Hayes to complete its Plan of Reorganization to pay all creditor claims at 100%, with interest. The resulting company will be named Hayes to optimize the name-brand recognition worldwide.

Upon completion of the transaction, shareholders of Hayes will receive 1,685,000 shares of Boca Research common stock plus the right to receive certain contingent payments based on the future earnings of the merged company. The parties anticipate the transaction closing in 90 days subject to satisfactory completion of due diligence, execution of definitive documents implementing the transaction, completion of debt financing for the merged company, and confirmation of the Hayes Plan of Reorganization by the Bankruptcy Court.

Following the transaction, Dennis C. Hayes, Chairman and President of Hayes Microcomputer Products Inc., will be the combined companies' largest shareholder, a Director on the Board and as Vice Chairman will have the responsibility for Strategic Planning, Corporate Communications, and Intellectual Property Management. Tony Zalenski will be President and CEO of the combined companies.

"The combination of our companies will present a formidable presence in the marketplace," said Tony Zalenski, Boca Research's President and Chief Executive Officer, "I am exceedingly pleased to welcome the industry standard name, Hayes, to join with us. We feel there will be explosive synergy between our two companies. Boca's strong financial position, cost-effective manufacturing, ability to integrate technology, build effective business partnerships, and financial expertise will be dramatically fueled by Hayes' name-brand recognition, technology, distribution base, marketing know-how, and expansive international presence in Europe, the Americas, and Asia Pacific. Our expanded company will be positioned to bring the industry's best values in leading edge communication technology to the consumer and business marketplace," he added.

"With the market-leading brands like Hayes, Boca, and Practical and the strengths of the management team of both companies, the new company will be even stronger at addressing the rapidly growing market segments," said Hayes' Chairman and President, Dennis C. Hayes. "I am very glad this merger will allow us to keep our commitments to our creditors and continue to serve our customers going forward."

For the year ended Dec. 31, 1994, and the three months ended March 31, 1995, Boca Research reported revenues of $83.6 million and $27.3 million (unaudited) respectively. For the year ended Sept. 30, 1994 and the six months ended March 31, 1995, Hayes generated revenues of $246.9 million (unaudited) and $135.2 million unaudited, respectively.

Boca Research (NASDAQ:BOCI), founded in 1985, is a Florida corporation headquartered in Boca Raton. The company designs, manufactures, markets, and supports quality, cost-effective data communications, multimedia and networking products to facilitate the transmission of information on personal computers and computer networks. The company provides hardware products augmented with software for use in the corporate, consumer, and small office/home office marketplace. Boca's current board-level enhancement and networking product categories include: data communications (fax/data/voice modems); multimedia (video, telephony, sound, voice and data); networking; video graphics; and input/output (I/O), interface device enabler (IDE) and mutliport products. The company sells its products worldwide to wholesale distributors, original equipment manufacturers (OEMs), and retailers. For additional information about the company or its products, contact Boca Research at 1377 Clint Moore Road, Boca Raton, FL 33487, phone: [phone] or fax: [phone].

Hayes, which filed a voluntary Chapter 11 Reorganization on Nov. 15, 1994 and which has successfully restructured its operations during the proceedings, filed its Plan of Reorganization on May 15, 1995. The Plan will be updated to provide for payment of interest in connection with the payment to unsecured creditors of their valid claims. Demand for Hayes products have remained strong throughout this period and current bookings are at record levels.

Hayes Microcomputer Products Inc. develops, supplies and supports computer communications equipment and software for personal computers and computer communications networks. The company distributes its products in more than 65 countries through a global network of authorized distributors, dealers, mass merchants, VARs, system integrators and original equipment manufacturers.

CONTACT: Boca Research Inc., Boca Raton

Gale Blackburn, Investor Relations Manager

407/997-8621 ext. 305 voice

or

Hayes Microcomputer Products Inc., Atlanta

Susan Merkel, Public Affairs Manager

404/840-9200