Cabletron to Acquire Channel-Oriented, Workgroup Switch Provider NetVantage, Inc.

ROCHESTER, N.H.--(BUSINESS WIRE)--June 22, 1998--

Acquisition Aggressively Positions Cabletron In

Fast Growing Workgroup Switch Market - Enhances Channel Strategy

Cabletron Systems (NYSE:CS) today announced it has signed a definitive agreement to acquire NetVantage, Inc. (Nasdaq:NETVA), a leading provider of Ethernet workgroup switching products. The acquisition lays claim to Cabletron's commitment to channel oriented marketing and sales efforts by providing its partners with aggressively-priced, channel-friendly solutions, significantly expanding the company's presence in the fastest-growing segment of the LAN switch market -- 10/100 Mbps switching, which is estimated by Dataquest to reach over $3.8 billion by 2002.

Under terms of the agreement, eight-thirteenths (approximately .6154) of a share of Cabletron common stock will be exchanged for each outstanding share of class A common stock and class B common stock of NetVantage and each ten shares of class E common stock of NetVantage. NetVantage stock options will become options to acquire Cabletron shares at an adjusted price reflecting this exchange ratio. The value of the transaction based on Cabletron's current stock price is approximately $100 million. The transaction will be accounted for as a purchase and is intended to qualify as a tax-free reorganization.

Consummation of the merger is subject to various conditions, including approval by NetVantage shareholders and clearance under the Hart-Scott-Rodino Antitrust Act.

The merger is expected to be completed promptly following approval by NetVantage shareholders. The merger agreement was unanimously approved by the board of directors of both companies and the transaction will be recommended by the NetVantage board to its shareholders. The parties are also entering into OEM and manufacturing agreements, which will take effect immediately, under which Cabletron may sell and manufacture certain NetVantage products. Cabletron is paying NetVantage $5 million as an initial payment under the manufacturing agreement. The manufacturing agreement will remain in effect even if the merger agreement is terminated. The OEM agreement, however, will expire upon termination of the merger agreement.

The NetVantage Difference

"We believe there are six criteria that should be part of all workgroup switch evaluations," said Melinda LeBaron, research director at the Gartner Group. "Dedicated desktop bandwidth, flexible uplink options, standard VLANs, standard priority queues, flow recognition and QOS translation/negotiation are all key." The NetVantage solutions more than address all of Gartner Group's requirements for workgroup switching:

1. Dedicated desktop bandwidth - NetVantage's "autosensing" 10/100 switches allow network managers to provision dedicated bandwidth to end-user, desktop connections.

2. Flexible uplink options - NetVantage allows companies to take advantage of affordable, high-speed uplink options for connecting computers to higher-speed networks, including support for Gigabit Ethernet.

3. Standard VLANs/Priority Queues - NetVantage products provide advanced network management features, including support for standard VLAN's and priority queuing via the 802.1q and 802.1p industry standards. Flow control is configurable per port, while QOS translation/negotiation is also supported. These features allow network resources to be easily prioritized and configured to match the goals and objectives of the business.

NetVantage's products have done extremely well in independent testing, with Mier Communications stating, "The NV9224 generally outperforms most of the products in this class that we have tested to date. Given its port density, and feature richness, this is one of the best switches we have seen for power workgroups," said Ed Mier, president of Mier Communications.

"With the acquisition of NetVantage, Cabletron can now offer the channel a solid solution set of workgroup and desktop 10/100 Ethernet switching products, which are currently in high demand," said Andy Bryant, President of Avnet Computer. "This product set is a nice complement to Cabletron's extensive switching solution."

"This acquisition allows us to leverage Cabletron's global market presence to market and distribute our products, while providing important resources for developing breakthrough switching solutions that connect networks at any speed, including 10 Mbps, 100 Mbps and Gigabit Ethernet," said Stephen R. Rizzone, NetVantage's president and CEO. Mr. Rizzone will remain on as a consultant to Cabletron and report directly to Piyush Patel, Cabletron's head of West Coast Engineering.

About NetVantage

NetVantage is a leading worldwide OEM supplier of workgroup Ethernet switches. The company develops, manufactures and markets high quality, technologically advanced Ethernet workgroup and desktop switching systems designed to increase the information handling capacity of Local Area Networks and is expanding its presence in high-performance workgroup switching.

About Cabletron

Cabletron Systems, a recognized leader in high-performance computer networking products, provides dependable network access and communications to millions of people throughout the world under its Smart Networking architecture. With scaleable products designed for Fortune1000 enterprise networks, service providers and small businesses, Cabletron provides simple, reliable and cost-effective business solutions for the information age.

The statements of this news release concerning the anticipated benefits of Cabletron's acquisition of NetVantage constitute forward looking information, and actual results could differ materially. The acquisition involves numerous risks, including difficulties in assimilating the operations, technologies and products, the diversion of management's attention from other business concerns, risks of entering markets and distribution channels for workgroup switching products in which Cabletron has limited direct prior experience and where competitors in such markets have stronger market positions, and the potential loss of key employees of NetVantage. These difficulties and risks could have a material adverse effect on Cabletron's business, operating results or financial condition. For a more detailed discussion of the risks and uncertainties related to Cabletron's business, please refer to Cabletron's form 10-K filed on May 29, 1998.

Cabletron's World Wide Web site can be reached on the Internet at http//www.cabletron.com.

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