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BROOKTROUT TECHNOLOGY TO ACQUIRE TECHNICALLY SPEAKING, INC.

 Bolsters Enterprise Computer Telephony Offerings


NEEDHAM, Mass., March 8 /PRNewswire/ -- In a move that strengthens its position in the computer telephony market, Brooktrout Technology, Inc. (Nasdaq: BRKT), a leading provider of fax and voice messaging products for telecommunications and networking environments worldwide, announced today that it has entered into a definitive agreement to acquire Technically Speaking, Inc., developers of Show N Tel(TM), the leading application development tool for enterprise computer telephony applications.

The merger expands Brooktrout's position as a supplier to OEMs and system integrators developing electronic messaging applications, particularly computer telephony and unified messaging systems. With the addition of Technically Speaking's product line, Brooktrout will expand its offering of products that reduce the time-to-market and cost of developing innovative, high performance electronic messaging systems and services.

Under the terms of the agreement, Brooktrout Technology, Inc. will issue approximately 475,000 shares of its common stock to Technically Speaking's shareholders and optionholders in exchange for all equity interests in Technically Speaking. Brooktrout has agreed to register approximately 50% of the shares issued in the transaction for resale under the Securities Act, with the remaining 50% entitled to registration rights under certain circumstances. Brooktrout expects to incur approximately $1.2 million in one-time charges in the second quarter 1996 for transaction expenses and corporate restructuring associated with the acquisition. The transaction, currently valued at approximately $12 million, is expected to be a tax-free reorganization, accounted for as a pooling of interests. The issuance of the shares is subject to Brooktrout shareholders' approval of an increase in Brooktrout's authorized shares at its annual meeting which is scheduled to take place on May 16, 1996. The transaction is expected to close immediately thereafter.

Commenting on the merger, Eric Giler, Brooktrout's president and CEO said, "The merger with Technically Speaking represents an important step in our strategy to provide our customers with the most innovative hardware and software tools for the development of electronic messaging solutions. Application development tool technology in enterprise computer telephony and unified messaging is rapidly changing, and, with the addition of Show N Tel, we are well positioned to meet this demand. We will also gain the benefits of Technically Speaking's close relationships with many service providers and system vendors who are not currently Brooktrout customers."

Technically Speaking's Show N Tel is a graphical, object-oriented computer telephony application development environment. Applications developed using Show N Tel include audiotext, voice response, fax and voice messaging. Show N Tel enables developers to create high quality applications using a Graphical User Interface and pre-programmed icons. This approach enables application developers to create sophisticated, high-quality applications more quickly than conventional programming methods. Widely hailed for scalability and enterprise-wide connectivity capabilities, it has won Computer Telephony Magazine's 1995 Product of the Year, Enterprise Communications Magazine's Hot Product and Call Center magazine's Editor's Choice awards.

Andrew Fox, Technically Speaking's President and CEO, added, "Merging with Brooktrout, an established industry leader, will provide us with sales, marketing and technical support resources to serve our customers, as well as established relationships with other leading service providers and system vendors who will benefit from Show N Tel's capabilities." Technically Speaking will become part of Brooktrout; Mr. Fox will be a vice president of Brooktrout. It is anticipated that the entire staff of Technically Speaking will join Brooktrout.

The merger, on a pro forma basis, would have increased Brooktrout's reported revenue and earnings for 1995. The following table sets forth summary income statement data for Brooktrout, Technically Speaking and, on a pro forma basis, combined results for the year ended December 31, 1995:
 Summary Income Statement Data
 (Unaudited)
 Brooktrout Technically Pro Forma
 Technology Speaking Combined(A)
 Revenue $34,392 $4,541 $38,673
 Operating income 5,901 1,047 6,948
 Net income 4,144 635(B) 4,779(B)
 Net income per share $0.66 --- $0.71


Weighted average
 shares outstanding 6,243 --- 6,718


NOTE: All amounts in thousands, except per-share amounts.

NOTE(A): combined data eliminates intracompany transactions.

NOTE(B): Assumes an effective tax rate for Technically Speaking, Inc. of 40%.

Technically Speaking, Inc. of Southborough, Mass., is a leading provider of software that links and enhances enterprise telephone and data networks to improve corporate communications, customer service and productivity. The company develops leading-edge software development tools for voice, fax and call processing systems.

Brooktrout Technology, Inc., headquartered in Needham, Massachusetts, was founded in 1984 and has emerged as the market and technical leader in delivering high-performance, high-quality fax and voice messaging products to developers and organizations dependent on electronic information exchange. Brooktrout's fax and voice products, including its TR Series and TruFax fax and voice processing boards and the QuadraFax desktop platform, are used by over 300 leading independent service bureaus and telecommunications companies as well as hundreds of corporations, small businesses and other organizations worldwide. An industry pioneer, Brooktrout was the first company to introduce multi- channel fax boards, the first to combine voice and fax processing on a single board and the first to provide fax application development tools under UNIX and Windows NT. The company holds U.S. patents on fax-on- demand document retrieval and the use of direct inward dialing telephone service with fax message systems.
 -0- 3/8/96


/CONTACT: Bob Leahy of Brooktrout, 617-449-4100, or Sharon Rodger or Marianne Sabella of FitzGerald Communications, 617-494-9500/

(BRKT)

CO: Brooktrout Technology, Inc.; Technically Speaking, Inc. ST: Massachusetts IN: CPR SU: TNM

SB-DD -- NEF016 -- 1746 03/08/96 17:18 EST
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