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To: jach who wrote (23241)3/2/1999 4:14:00 AM
From: Neil H  Read Replies (2) of 77400
 
uesday March 2, 1:37 am Eastern Time

Alcatel bids $37/share for Xylan

PARIS, March 2 (Reuters) - French telecommunications firm
Alcatel said on Tuesday it had entered into a definitive deal to buy
network switch maker Xylan Corp for $37 per share or about
$2.0 billion.

Alcatel said it would make a cash tender offer for all outstanding shares in Xylan that would start on
Monday, March 8 and run for 20 business days.

It said its offer had the unanimous approval of the boards of Alcatel and Xylan.

''To extend its technology lead in the fast growing market for voice and data networks, Alcatel
(NYSE:ALA - news) today announced it has entered a definitive agreement to acquire Xylan Corp
for $37 a share,'' Alcatel said in a statement issued in Paris. ''The transaction is valued at
approximately $2.0 billion.''

It said completion of the deal was subject to 90 percent of the shares being tendered and application
of anti-trust laws. All shares not bought in the tender offer would be acquired by merger for cash at
the same price per share, Alcatel said.

It said the deal was expected to be completed early in April and that Xylan's board was
recommending that its shareholders accept the offer.

Alcatel has been a key customer of Xylan's and accounts for a significant protion of the Calabasas,
Calif.-based company's business. Xylan has been trying to make progress selling more complex gear
to telephone companies.

Neil
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