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AudioCodes Announces Agreement to Acquire Netrake Corporation

Jul 06, 2006

Lod, Israel – July 6, 2006 – AudioCodes (NASDAQ: AUDC), a leading provider of Voice over Packet (VoP) technologies and Voice Network products, today announced that it has entered into a definitive agreement to acquire Netrake Corporation, a leading provider of Session Border Controllers (SBC) and Security Gateway solutions. SBCs enable connectivity, policies and security for real-time sessions such as VoIP and video when traversing IP to IP networks. Security Gateways enable secure real-time sessions across wifi, broadband and wireless networks in Fixed Mobile Convergence (FMC) deployments. 
“This Agreement with Netrake provides AudioCodes with more products to help Service Providers and Network Equipment Providers (NEP) in enabling connectivity between disparate VoIP networks and deploying Fixed Mobile Convergence as well as IP Multimedia Subsystem (IMS) networks in the future," said Shabtai Adlersberg, Chairman, President and CEO of AudioCodes. "Together with the Netrake team we can now offer Session Border Controllers in addition to our Media Gateway and Media Server products, which will be three key network elements within IMS that enable the convergence of networks and applications.”
“We believe that Netrake has built a strong team that has delivered field-proven Session Border Controllers and Security Gateways that fit well with AudioCodes vision of enabling IMS networks,” said Bruce Hill, CEO of Netrake. “This acquisition offers an even better future for our employees, customers and partners as we combine Netrake’s products with AudioCodes financial strength, product portfolio and proven capability to deliver to NEPs and Service Providers.”
The purchase price consists of $10 million payable in cash at closing, plus an additional $1 million if Netrake achieves certain financial measures as of the closing date. Following the transaction, Netrake will become a wholly-owned subsidiary of AudioCodes.

The transaction is expected to be consummated in the third quarter of 2006, and is subject to usual and customary conditions for transactions of this nature, including regulatory approvals. The transaction has been approved by the boards of directors of both companies and by the stockholders of Netrake.

Conference Call and Webcast
AudioCodes management will host a conference call to discuss the transaction which will be webcast live today, July 6, 2006 at 9:00 a.m. Eastern Time / 6:00 a.m. Pacific Time. Investors are invited to listen to the live call by dialing 1-800-938-1019 in the United States or by dialing 1-706-679-0777 when calling internationally. Investors worldwide may also listen to the call live via webcast by visiting AudioCodes' Website at Please access the Website at least 15 minutes earlier in order to register, download, and install any necessary audio software.

A replay of the call will be made available approximately 2 hours after the call has concluded. Participants may access the conference call replay telephonically through July 20, 2006 by dialing 1-800-642-1687 in the United States or by dialing 1-706-645-9291 when calling internationally and entering access code 2675378. A webcast replay of the call will also be made available and can be accessed by visiting AudioCodes' Website.

About Netrake Corporation
Netrake is a leading provider to fixed and mobile service providers for real-time delivery of voice and multimedia solutions across IP networks. Utilizing Netrake's session border controllers and security gateways, service providers can leverage market leading security capabilities, reliability, scalability, and feature richness to interconnect and secure networks and users. Netrake's nCite™ session controller and security gateway product portfolio stand as the first line of defense for wireline, wireless, cable, and fixed/mobile operators delivering real-time control of voice and multimedia applications across all IP networks. Netrake's nCite supports carrier-to-carrier peering as well as residential/ISP and business VoIP access services all while allowing service providers to extend their VoIP traffic across multiple types of network borders - taking advantage of convergence and the emerging IMS architecture.

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