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To: nokomis who wrote (1262)10/14/1998 9:10:00 PM
From: Paul Lee  Read Replies (1) | Respond to of 14638
 
Bay Networks Inc. Shareholders Sue Northern Telecom Ltd. and Others

NEW YORK--(BUSINESS WIRE)--Oct. 14, 1998--Wolf Haldenstein Adler Freeman & Herz LLP filed a class action lawsuit on Oct. 14, 1998, in the United States District Court for the Southern District of New York on behalf of all individuals and entities whose securities of Bay Networks, Inc. ("Bay Networks") were exchanged for shares of Northern Telecom, Ltd. ("Northern Telecom" or the "Company") in connection with Northern Telecom's acquisitioo of Bay Networks on Aug. 28, 1998, (the "Merger") and who were damaged thereby.

If you wish to discuss this action please cootact Wolf Haldenstein Adler Freeman & Herz LLP (Michael Miske or Michael Jaffe, Esq.) at 800/575-0735 or visit ous website at www.whafh.com.

The Complaint charges Northern Telecom and certain officers and directors of the Company during the relevant time period with violations of Sections 11, 12(2) and 15 of the Securities Act of 1933 and of Sections 10(b) and 20(a) of the Securities Exchange Act 1934 for, among other things, making false and misleading public statements, and issuing a registration statement and proxy statement/prospectus in connection with the Merger that contained false and misleading statements, regarding the Company's financial condition, its revenue growth and specifically the impact on the Company's revenue growth of a fall off in its European and Asian business.

The complaint alleges that in the weeks following the consummatioo of the Merger, defendants started to reveal the Company's financial woes by announcing that it was slashing its workforce in a cost cutting effort. Defendants then startled investors by announcing that revenue growth would be signigicaotly below their own projections due to a major fall off in demand for its products in Europe and Asia.

The Complaint alleges that defendants had, just prior to the Merger, played down the impact of these markets on the Company's revenue growth. On the release of the announcements the Company's stock price fell from a Merger consummation price of approximately $50 to close at $32-1/16 on Sept. 30, 1998, and then trailed down to $29-7/8 on Oct. 13, 1998. Therefore Bay Networks' shareholders have lost over $20 since the Merger's consummation in the value of the Northern Telecom shares that they received io exchange for their Bay Networks' shares.

The Complaint alleges that defendants withheld the disclosure of this information from Bay Networks' shareholders to ensure the Merger's consummation at the agreed upon exchange ratio of 0.6 Northern Telecom share for each Bay Networks' share.

Plaintiff seeks to recover damages on behalf of class members and is represented by the law firm of Wolf Haldenstein Adler Freeman & Herz LLP (www.whafh.com).

The Wolf Haldenstein firm has a full service commercial practice consisting of more than 35 attorneys based in New York City and San Diego. The firm's litigation department has been recognized by courts throughout the country as highly experienced and skilled in complex litigation, particularly with respect to federal securities laws, class actions and shareholder litigation. The firm's qualifications have repeatedly received very favorable judicial recognition. Additionally, the firm has achieved recoveries of over one billion dollars for defrauded investors and shareholders.

If you are a member of the class described above, you may, not later than sixty days from today, move the court to serve as lead plaintiff of the class, if you so choose. In order to serve as lead plaintiff, however, you must meet certain legal requirements. If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Wolf Haldenstein Adler Freeman & Herz LLP at 270 Madison Avenue, New York, New York 10016, by telephone at 800/575-0735 (Michael Miske or Michael Jaffe, Esq.) or via e-mail at classmember@whafh.com or visit our website at www.whafh.com.

All e-mail correspondence should make reference to Northero Telecom.