Cisco Systems to Acquire StrataCom

SAN JOSE, CALIFORNIA. - APRIL 22, 1996 - Cisco Systems, Inc. today
announced an agreement to acquire StrataCom, Inc. (NASDAQ: STRM), a
leading supplier of Asynchronous Transfer Mode (ATM) and Frame Relay
high-speed wide area network (WAN) switching equipment that integrates and
transports a wide variety of information, including voice, data and
video.

The combination with StrataCom will enable Cisco to provide end-to-end
solutions across public, private or hybrid networks. Cisco and StrataCom
will define the future of networking by merging high-performance ATM
switching and local area network (LAN) switching with the intelligence and
control of routing to develop the next-generation networking
infrastructure. The combined entity will be positioned to deliver
integrated, scalable multiservice network solutions to public carriers,
Internet service providers and enterprises.

Under the terms of the agreement, shares of Cisco common stock will be
exchanged for all outstanding shares and options of StrataCom. Each share
of StrataCom stock will be exchanged for the higher of one Cisco share or
$50 of Cisco stock, depending on the price of Cisco's shares averaged
during a specified period preceding the merger. If the average price of
Cisco shares falls below $41 during this period, then the exchange rate
will be 1.22 shares of Cisco stock to one share of StrataCom stock. The
transaction will be accounted for as a pooling of interests and will
qualify as a tax reorganization. Following the transaction, Dick Moley,
president and CEO of StrataCom, will join Cisco's board of directors.

The closing price of Cisco common stock on April 19, 1996, was $47.75 per
share, giving the transaction an approximate value of $4 billion. The
transaction is expected to be completed by the end of June 1996 and is
subject to various conditions, including clearance under the
Hart-Scott-Rodino Antitrust Act and approval by StrataCom stockholders.

"By combining our networking technologies with those of StrataCom, Cisco
will become the first vendor to provide advanced network infrastructure
for the intranet and Internet environments and the only vendor to offer
end-to-end connectivity across public, private or hybrid networks," said
John Chambers, president and CEO of Cisco Systems.

"In addition to having complementary technologies and a shared vision of
future networking architectures, Cisco and StrataCom are both
entrepreneurial, fast-growing Silicon Valley companies that thrive on the
dynamic networking market," said StrataCom's Moley. "There's an excellent
fit of cultures, values and personal chemistry."

The transaction is expected to have a slightly dilutive-to-neutral impact
on Cisco's earnings in fiscal 1997. However, any dilution is expected to
be offset by the gain from certain appreciated securities from prior
investments.

Concurrent with this agreement, the companies have entered into licensing
and OEM agreements under standard terms. StrataCom will license Cisco IOS
software for integration into its line of wide area switching products,
and Cisco will distribute and resell StrataCom's entire product line
worldwide.

This press release contains forward-looking statements that involve risks
and uncertainties. The company's actual results, including the level of
earnings of both Cisco and StrataCom, may differ from the results
discussed in the forward-looking statements. Factors that might cause such
a difference include, but are not limited to, risks associated with
acquisitions, such as difficulties in the assimilation of operations,
technologies and products of the acquired companies, diversion of
management's attention from other business concerns and risks of entering
new markets.

StrataCom, Inc., based in San Jose, California, USA, develops, delivers and
supports FastPacket networking systems for ATM applications in private
wide area networks and public carrier service offerings, such as frame
relay and ATM. StrataCom's family of products, including IPX", IGX, BPX,
AXIS, FastPAD, and EdgeConnect, is used to integrate and transport a wide
variety of corporate information, including voice, data, video, LANs,
image and multimedia traffic in narrowband to broadband ATM network
applications. Company news and product/service information are available
at World Wide Web site http://www.stratacom.com

Cisco Systems (NASDAQ: CSCO) is the leading global supplier of
internetworking solutions for corporate intranets and the global Internet.
Cisco's products, including routers, LAN and ATM switches, dial-up access
servers and network management software, are integrated by the Cisco IOS
software to link geographically dispersed LANs, WANs and IBM networks.
Company news and product/service information are available at World Wide
Web site http://www.cisco.com. Cisco is headquartered in San Jose,
California.
 
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