Verilink and Larscom Announce Conference Call to Discuss Merger Agreement

Verilink and Larscom Announce Conference Call to Discuss Merger
Agreement 


MADISON, Ala., April 29  /PRNewswire-FirstCall/ -- Verilink Corporation  and
Larscom Incorporated  invite you to a conference call to discuss today's
announcement that they have entered into a definitive merger agreement. The
call will take place on May 3, 2004 at 4:00 p.m. (CDT). On the call will be
Leigh Belden, President and Chief Executive Officer of Verilink, Bill Smith,
Vice President and Chief Financial Officer of Verilink, and Dan Scharre,
President and Chief Executive Officer of Larscom. To participate in the call
dial 800.450.0788 and enter passcode 050304. The call will also be broadcast
live over the Internet.

   What:     Verilink and Larscom Merger Agreement
   When:     May 3, 2004 at 4:00 p.m. (CDT)
   Where:    http://www.firstcallevents.com/service/ajwz406101796gf12.html
   How:      Live over the Internet -- Simply log on to the web at the
             address above or dial 800.450.0788 and enter passcode 050304
   Contact:  Bill Smith at 



A replay of the conference call will be available through the PR Newswire
website, on the "News and Events" section of Verilink's website at
http://www.verilink.com/ , and on Larscom's website at
http://www.larscom.com/press .

Minimum requirements to listen to the broadcast: The Windows Media Player
software, downloadable free from
http://www.microsoft.com/windows/windowsmedia/EN/default.asp and at least a
28.8kbps connection to the Internet. If you experience problems listening to
the broadcast, send an email to  .

About Larscom Incorporated

Larscom (NASDAQ:LARS) enables high-speed access by providing cost- effective,
highly reliable (carrier-class), and easy-to-use network access equipment. In
June 2003, Larscom merged with VINA Technologies to create a worldwide leader
in enterprise WAN access for the delivery of high-speed data, and integrated
voice and data services with the deployment of more than 350,000 systems
worldwide. Larscom's customers include major carriers, Internet service
providers, Fortune 500 companies, small and medium enterprises, and government
agencies worldwide. Larscom's headquarters are in Newark, California.
Additional information can be found at http://www.larscom.com/ .

About Verilink Corporation

Verilink provides customer premises voice and data access solutions to service
providers, strategic partners and enterprise customers on a worldwide basis.
Verilink is a market leader in voice over packet and voice over TDM IAD
solutions including VoIP, VoDSL and VoATM. Data only offerings include access
routers, probes, CSU/DSUs, DACS and network monitoring solutions. Verilink
turnkey service solutions empower carriers with the flexibility to provide
integrated services regardless of network technology. The Company's
headquarters are located at 127 Jetplex Circle, Madison, AL 35758. Verilink
stock trades on the Nasdaq National Market under the symbol VRLK. To learn more
about Verilink, visit the website at http://www.verilink.com/ .

Additional Information about the Merger and Where to Find It

Verilink plans to file a Registration Statement on Form S-4 with the Securities
and Exchange Commission ("SEC") in connection with the merger, and Verilink and
Larscom expect to mail a Joint Proxy Statement/Prospectus to stockholders of
Verilink and Larscom concerning the proposed merger transaction.  INVESTORS AND
SECURITY HOLDERS OF VERILINK AND LARSCOM ARE URGED TO READ THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT VERILINK, LARSCOM, THE MERGER AND RELATED MATTERS. Investors
and security holders will be able to obtain the documents free of charge at the
SEC's web site at http://www.sec.gov/ .  In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by Verilink
by directing a written request to: Corporate Secretary, Verilink Corporation,
127 Jetplex Circle, Madison, AL 35758. Investors and security holders may
obtain free copies of the documents filed with the SEC by Larscom by directing
a written request to: Corporate Secretary, Larscom Incorporated, 39745 Eureka
Drive, Newark, CA 94560. Investors and security holders are urged to read the
proxy statement, prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to the
merger.

In addition to the Registration Statement and Joint Proxy Statement/Prospectus,
Verilink and Larscom file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by Verilink and Larscom at the
SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Verilink's and Larscom's filing with the SEC are also available
to the public from commercial document-retrieval services and at the SEC's web
site at http://www.sec.gov/ .

Interests of Certain Persons in the Merger

Verilink and Larscom will be soliciting proxies from the stockholders of
Verilink and Larscom in connection with the merger and issuance of shares of
Verilink common stock in the merger. In addition, the respective directors and
executive officers of Verilink and Larscom may also be deemed to be
participants in the solicitation of proxies. Information about the directors
and executive officers of Verilink is set forth in the proxy statement for the
annual meeting of stockholders filed on October 10, 2003. Information about the
directors and executive officers of Larscom is set forth in the Larscom Form
10-K/A for the fiscal year ended December 31, 2003, which was filed with the
SEC on April 28, 2004. The directors and executive officers of Verilink and
Larscom have interests in the merger, some of which may differ from, or may be
in addition to those of the respective stockholders of Verilink and Larscom
generally. Those interests will be described in greater detail in the Joint
Proxy Statement/Prospectus with respect to the merger, which may include
potential employment relationships, potential membership on the Verilink Board
of Directors, option and stock holdings and indemnification.

Safe Harbor Statement

Except for the historical information contained herein, the matters set forth
in this press release, including statements as to the expected benefits of the
combination of the two companies, future product offerings, expected synergies,
and timing of closing, are forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including, but not limited
to, the satisfaction of certain conditions to closing of the proposed merger,
including the risk that stockholder approval might not be obtained in a timely
manner or at all, the ability to successfully integrate the two companies and
achieve expected synergies following the merger, the ability of the combined
company to develop and market successfully and in a timely manner new products,
the impact of competitive products and pricing and of alternative technological
advances, and other risks detailed from time to time in the SEC reports of
Verilink, including its Form 10-K for the fiscal year ended June 27, 2003 and
Form 10-Q for the quarter ended January 2, 2004, filed with the SEC on
September 24, 2003 and April 22, 2004, respectively, and in the SEC reports of
Larscom, including its Form 10-K for the fiscal year ended December 31, 2003,
filed with the SEC on March 31, 2004. These forward- looking statements speak
only as of the date hereof. Verilink and Larscom disclaim any intention or
obligation to update or revise any forward-looking statements.

Verilink, the Verilink logo, and NetEngine are registered trademarks of
Verilink Corporation. Larscom is a registered trademark of Larscom
Incorporated. All other trademarks or registered trademarks are the property of
the respective owners. 

DATASOURCE: Verilink Corporation



CONTACT:  Bill Smith, Vice President and CFO of Verilink Corporation,

[phone], or ; or Donald W. Morgan, Vice President

and CFO of Larscom Incorporated, [phone], or ; or

Lissa Bogaty of The Blueshirt Group, [phone], or





Web site:  http://www.verilink.com/

http://www.larscom.com/

http://www.larscom.com/press

http://www.firstcallevents.com/service/ajwz406101796gf12.html 

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