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Ditech Communications to Acquire Jasomi Networks
[June 06, 2005]

Ditech Communications to Acquire Jasomi Networks

MOUNTAIN VIEW, Calif., June 6 /PRNewswire-FirstCall/ -- Ditech Communications Corporation today announced it has signed an agreement to acquire privately-held Jasomi Networks of Mountain View, California and Calgary, Alberta, Canada. Jasomi is an award-winning provider of Voice over IP (VoIP) session border controllers (SBCs) for carriers, enterprises, and service providers.

"The acquisition of Jasomi Networks will enable us to combine our voice processing expertise with a recognized leader in SIP session border controllers. We will be able to combine Jasomi's technology with Ditech's Packet Voice Processor platform to provide a complete border services solution package to carriers," said Tim Montgomery, Ditech's president and CEO. He continued, "This solution will expand the total available market for Ditech. As wireless carriers move to adopt VoIP transport technology, wireless networks will face challenges similar to wire-line carriers. Jasomi's technology will enable us to be at the forefront for delivery of VoIP service capabilities into the wireless market with an even larger addressable market in the future."
Ditech Communications will continue to sell the Jasomi PeerPoint line of SBCs and combine Jasomi's technology with Ditech's Packet Voice Processor platform to provide a complete border services solution package to carriers. The Ditech Packet Voice Processor is an advanced voice processing system designed to enable carriers to deploy universal transcoding and toll-quality voice services at the borders of their VoIP networks. Ditech believes the integrated solution will be the industry's most complete border services platform, combining Jasomi's leading VoIP security and peering technology with Ditech's best-in-class voice processing.
"Ditech Communications has a long and successful track record in the telecom equipment space and they have demonstrated they can meet the highest demands of service, quality, and availability in the circuit-switched world," said Todd Simpson, CEO of Jasomi Networks. "With Ditech's Packet Voice Processor, they've shown they can apply those same disciplines to the Voice-over-IP arena. We're excited to play a part in Ditech's new VoIP initiative and join such a proven and capable team."
Acquisition Structure
Under the terms of the agreement, the stockholders of Jasomi Networks will receive approximately $20 million, with payment divided into approximately $13 million in cash and $7 million in convertible notes. Ditech will also provide approximately $4 million for the assumption of options and the establishment of a restricted stock plan to issue restricted common stock to Jasomi employees. The acquisition will be accounted for under purchase accounting and will be reported as part of the Ditech's Fiscal 2006 first quarter operating results. The acquisition is expected to close by June 30, 2005 and be neutral to earnings per share, excluding purchased technology and other acquisition related costs in the near term, but is not expected to result in a material deviation from Ditech's operating plan for fiscal 2006 exclusive of acquisition related costs.
Jasomi Networks
Jasomi Networks enables Voice over IP (VoIP) for carriers, enterprises and service providers. By providing the technology that allows VoIP services to be rolled out economically and securely in complex multi-bordered networks, Jasomi is an integral part of making VoIP work. Jasomi's product line complements today's existing security and networking infrastructure, providing VoIP connectivity across network security boundaries without requiring network re-architecting. For further information, contact Jasomi Networks at +1-408-252-VoIP (8647), or send email to Jasomi's website is .
Ditech Communications
Ditech Communications Corporation is a global telecommunications equipment supplier for voice networks. Ditech Communications' voice products are high-capacity voice enhancement and echo canceller products that utilize advanced software and digital signal processor (DSP) technology. This combination of software and hardware allows Ditech Communications to deliver Voice Quality Assurance(TM) (VQA(TM)), a robust and cost-effective solution for voice enhancement including noise reduction and echo cancellation. Ditech Communications' packet voice products combine VQA(TM) technology with packet voice processing capabilities to provide essential services for VoIP carriers. Ditech Communications (DITC) is listed on the Nasdaq National Market and is headquartered in Mountain View, California, USA (web site: .)
Forward-Looking Statements
This statements in this press release regarding the benefits that Ditech expects from the acquisition of Jasomi Networks, the solution that Ditech will be able deliver, the market position that the acquisition of the technology and new solution will give Ditech, the expected closing date of the acquisition and the expected financial ramification of the acquisition, are forward-looking statements. Actual results could vary materially as a result of unanticipated factors and events, including: the closing of the acquisition is subject to the satisfaction of a number of closing conditions which, if they do not occur and are not waived, will cause the acquisition not to close; unanticipated technical difficulties may arise in the integration of the Jasomi Networks technology, which could delay or reduce the benefits that Ditech expects from the acquisition; and the revenues and anticipated benefits from these revenues in offsetting the operating costs of the acquired group are estimates only based on assumptions that may or may not prove to be accurate and, if not, may result in material deviation from the expected earnings per share effect and Ditech's operating plan. Other risks relating to Ditech and its business are detailed from time to time in the reports and other filings Ditech makes with the Securities and Exchange Commission, including Ditech's Form 10-Q for the quarter ended January 31, 2005 (filed March 10, 2005 with the Securities and Exchange Commission).
Ditech Communications Corporation

CONTACT: Media, Janine Fogal, +1 650-623-1469, or Investors, BillTamblyn, +1 650-623-1309, both for Ditech

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