Bogen Communications International Announces Self-Tender Offer for Up to 1.5 Million of Its Shares.

Business and Technology Editors

RAMSEY, N.J.--(BUSINESS WIRE)--Oct. 25, 2001

Bogen Communications International, Inc. (NASDAQ: BOGN) ("Bogen") today announced that its Board of Directors has authorized the Company to repurchase 1.5 million shares of its common stock in a dutch auction tender offer at a price of between $2.50 to $3.00 per share.

The $3.00 maximum offer price represents a premium of 20 percent when compared to the October 24, 2001 closing price of $2.50 per share. The final price to be paid would be set at the close of the offer, based upon the shares tendered and the prices specified by tendering shareholders. The offer is expected to commence within the next two weeks.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the $2.50 to $3.00 price range. Based on the tenders received, the Company will determine the lowest per share price within the range that will enable it to buy 1,500,000 shares, or such lesser number of shares that are properly tendered. If holders of more than 1,500,000 shares properly tender their shares, the Company will purchase shares tendered by the holders, at the determined price per share, on a pro rata basis. Shareholders whose shares are purchased in the offer will be paid the determined 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. Shares not purchased will be returned to the tendering stockholder.

Jonathan Guss, Chief Executive Officer, said, "This year has been a challenging one for most companies in the telecommunications sector. And while Bogen has not been as severely affected as some of our peers, our revenues have clearly suffered. At this point we are estimating that Bogen will report a moderate loss for the third quarter of this year, down from earnings of $0.11 per share in the third quarter of last year.

"The loss this quarter is driven by continued revenue slippage versus last year, especially in our voice messaging business at Speech Design, and by special charges. These charges relate to Speech Design. Restructuring at Speech Design Carrier Systems in September resulted in a pre-tax charge to earnings of approximately $200,000. The vast majority of this amount relates to reduction in personnel. Moreover, many of the strategic options we had been exploring in regard to a possible separation of the European business are not viable in the current economic environment. Significant costs were incurred in support of a possible separation and subsequent offering of Bogen's Speech Design subsidiary. Since these efforts have been terminated at least until such time as the equity markets improve dramatically, we anticipate taking a charge for these costs, approximately $550,000, in the third quarter.

"Fortunately Bogen has a strong balance sheet, and is well-positioned to weather the current economic downturn. Our cash reserve enables us to offer a measure of additional liquidity to those shareholders who desire it, and that is one main purpose of this self-tender. In addition, we believe that a successful repurchase of 1.5 million shares will be accretive to earnings. " 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, and the price within the stated range at which they will offer their shares 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.

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. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, implementation or termination of strategic initiatives or transactions, the availability of financing alternatives and other risks. 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, 2000 and 10-Q for the quarter ended June 30, 2001. 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.