Bogen Announces Self-Tender Offer for Up to 2.5 Million of Its Shares At $4 Per Share; 1.6 Million Additional Shares Repurchased in Private Transactions.

Business Editors

RAMSEY, N.J.--(BUSINESS WIRE)--June 24, 2002

Bogen Communications International, Inc. (NASDAQ: BOGN) ("Bogen") today announced that its Board of Directors has authorized the Company to repurchase up to 2.5 million shares of its common stock in a self-tender offer at a price of $4.00 per share. The $4.00 offer price represents a premium of 32% percent when compared to the June 21, 2002 closing price of $3.03 per share. The offer is expected to commence on or about July 16, 2002.

Bogen also announced today that the Company has repurchased an aggregate of approximately 1.6 million shares of its common stock in privately negotiated transactions with two shareholder groups at a price of $4.00 per share.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at $4.00 per share. If holders of more than 2,500,000 shares properly tender their shares, the Company will purchase shares tendered by the holders on a pro rata basis. Shareholders whose shares are purchased in the offer will be paid the purchase price in cash, without interest, after the expiration of the offer period. The offer will be subject to required regulatory filings, and a number of other terms and conditions specified in the offer to purchase that will be distributed to shareholders, but will not, however, be contingent on obtaining financing. Shares not purchased will be returned to the tendering stockholder.

Jonathan Guss, Chief Executive Officer, said, "The last eighteen months have been a turbulent period for the industries in which Bogen competes, both domestically and abroad. While our U.S. businesses have generally rebounded, the story in our European operations is more mixed. Speech Design's traditional voicemail business continues to suffer from the general malaise affecting sales of new phone switches across Europe. We believe that the cost reductions undertaken late last year materially improved our ability to operate in this difficult environment, and that Speech Design's voicemail business should be able to continue at approximately breakeven levels. Speech Design Carrier Systems' results have been more volatile, reflecting the timing of a few, large orders and their importance to the success of our efforts to establish ourselves as a leader in European Unified Messaging. The absence of such orders caused a significant loss at Carrier Systems in the first quarter. We believe the presence of such orders will make Carrier Systems profitable in the second quarter, and on a year-to-date basis. Fortunately, aggregate performance across Bogen's business segments generated positive EBITDA in the first quarter, and second quarter EBITDA is expected to be substantially stronger. This performance, combined with the Company's strong balance sheet, has helped us come through the current recession.

"Unfortunately, for some time now the equity markets have penalized many micro-caps such as Bogen, both in terms of valuation and liquidity. Our significant cash reserves and borrowing capacity enable us to try to remedy, at least in part, these problems. If the self-tender is fully subscribed, the negotiated block purchases and self-tender together would use up all of the Company's U.S. cash resources, and approximately $3 million of its credit facility. We believe creating a large `liquidity event' at a substantial premium to the recent trading price of the stock will allow those shareholders who desire to liquidate their investment the opportunity to do so at a fair valuation. At the same time, a successful repurchase of 4.1 million shares through the negotiated block purchases and self-tender is expected to be accretive to earnings on a pro forma basis."

Neither Bogen nor its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must decide how many shares they will tender, if any, for purchase by the Company. This news release is neither an offer to purchase nor a solicitation of an offer to sell the common stock, which can be made only by an Offer to Purchase and the related Letter of Transmittal to be mailed to all shareholders and filed with the Securities and Exchange Commission.

Shareholders and investors should read carefully the Offer to Purchase and related materials when they are available because they contain important information. Shareholders and investors may obtain a free copy (when available) of the Offer to Purchase and other documents that will be filed by Bogen with the SEC at the SEC's web site at www.sec.gov or from the Information Agent, MacKenzie Partners, Inc. (212-929-5500). Shareholders are urged to carefully read these materials prior to making any decision with respect to the offer.

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging products and services. Bogen's products are sold to commercial, industrial, professional and institutional customers worldwide.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Many factors could effect Bogen's results or cause Bogen to delay or modify its self-tender offer, including the following: changes in its stock price, changes in its operating results, general market conditions, new technological developments, competition, potential acquisitions and divestitures, and tax or regulatory requirements. Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K for the fiscal year ended December 31, 2001 and 10-Q for the quarter ended March 31, 2002. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.