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POLYCOM COMPLETES PICTURETEL ACQUISITION

Oxford, United Kingdom - Polycom, previously known as Polyspan in Europe, the Middle East and Africa, will from today operate using the same name as its parent company and will cease to be called Polyspan. Polycom®, Inc. (NADSAQ: PLCM) further announced today that it has completed its acquisition of PictureTel Corporation (NASDAQ: PCTL). As a result of the merger of PictureTel and Pharaoh Acquisition Corp., Polycom's merger subsidiary, PictureTel is now a wholly owned subsidiary of Polycom.

"We are delighted to complete our acquisition of PictureTel," said Bob Hagerty, president and CEO of Polycom. "This is a significant and exciting step forward for our company as we continue to strengthen our product line and capabilities to meet the evolving needs of our customers."

Yesterday Polycom announced the expiration of Polycom Inc.'s previously announced subsequent offering period for its exchange offer to exchange each outstanding share of common stock of PictureTel Corporation validly tendered for $3.11 in cash and 0.1177 of a share of Polycom common stock.

The subsequent offering period expired, as scheduled, at 12:00 midnight New York City time on October 16, 2001. 4,890,765 shares of PictureTel common stock have been tendered in the subsequent offering period, including shares that were subject to notices of guaranteed delivery presented during the initial exchange offer period. These shares, together with the shares tendered during the initial exchange offer, bring Polycom's ownership of PictureTel to approximately 53,481,379 shares or approximately 90.9 percent of the outstanding shares of PictureTel common stock.

Polycom acquired the remaining outstanding shares of PictureTel common stock on October 18, 2001 pursuant to a short-form merger of its wholly owned subsidiary with and into PictureTel. No further action is required by the remaining stockholders of PictureTel to effect the merger. As a result of the merger, the remaining outstanding shares of PictureTel common stock, other than shares held by Polycom or its subsidiaries and by stockholders exercising dissenter's rights, will be converted into the right to receive $3.11 in cash and 0.1177 of a share of Polycom common stock for each such share and PictureTel will thereby become a wholly owned subsidiary of Polycom. Polycom intends to send PictureTel stockholders who did not tender their shares in the offer instructions as to how to exchange each of their shares of PictureTel common stock for $3.11 in cash and 0.1177 of a share of Polycom common stock as merger consideration.

Notes to Editors

About Polycom in EMEA
Polycom develops, manufactures and markets high-quality, easy-to-use communications equipment that enables enterprises to leverage increased bandwidth to conveniently conduct voice, video and data communications, and to access broadband network services. The company has a strong base of strategic partnerships, developing a range of IP-based products and VoDSL solutions, including alliances with Cisco Systems, Lucent and Nortel Networks.

Based in Oxford, United Kingdom, Polycom in Europe, the Middle East and Africa sells through a network of distributors and value-added resellers, including Siemens, BT and France Telecom.

Further information can be found on Polycom's web site: www.polycom.com

About PictureTel
PictureTel is a leader in developing, manufacturing, and marketing a full range of visual-and audio-collaboration and streaming-video solutions. PictureTel's PC-based systems meet customers' collaboration needs from the desktop to the boardroom. Additional PictureTel information is available at www.picturetel.com.

Forward Looking Statements
This release includes forward looking statements about the PictureTel acquisition, including statements about the timing of the completion of the acquisition. These statements involve many risks and uncertainties, including risks associated with the acquisition, including the potential inability to satisfy the closing conditions for the acquisition, potential difficulties in the assimilation of the distribution channels and operations, strategies, technologies and products of the acquired company, the risk of loss of key personnel of the acquired company, diversion of management attention from other business concerns, risk of entering new markets associated with PictureTel's partners, including the risk of variations in quarterly operating results due to the timing of significant orders and other factors, significant current and expected additional competition and the need to continue to expand product distribution, particularly in the IP channels and internationally, and risk that the foregoing and other factors will not yield the expected accretion in the future. Further risks are detailed from time to time in Polycom's SEC reports, including the Form 10-K for 2000, and subsequent Form 10-Q filings and PictureTel's SEC reports, including the Form 10-K for 2000, and subsequent Form 10-Q filings.
Polycom and the Polycom logo design are registered trademarks and ViewStation is a trademark of Polycom, Inc. in the U.S. and various countries. PictureTel is a registered trademark and iPower is a trademark of PictureTel. ©2001 Polycom, Inc. and PictureTel Corporation. All rights reserved.

Additional Information
Polycom and PictureTel file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements and other information filed by Polycom and PictureTel at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the Commission's other public reference rooms in New York, New York and Chicago, Illinois. Polycom's and PictureTel's filings with the Commission are also available to the public from commercial document-retrieval services and the web site maintained by the Commission at http://www.sec.gov.

 

Press Enquiries
Lizzi Noble / Anastasia Scott
Harvard Public Relations
Tel: +44 (0) 20 8759 0005
Fax: +44 (0) 20 8897 3242
Email: lizzi.noble@harvard.co.uk
Email: anastasia.scott@harvard.co.uk
Web: www.harvard.co.uk

Trademark information
Polycom B.V. is a licensee of the registered trademarks Polyspan, the Polyspan logo design, SoundStation, SoundStation Premier, SoundPoint, Acoustic Clarity Technology and ShowStation, and of the trademarks ViaVideo, ViewStation, NetEngine, Global Management System and StreamStation. ©2001 Polycom B.V. All rights reserved.

 

 

 

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