Verilink and Larscom Shareholders Approve Merger and Issuance of Stock

Verilink and Larscom Shareholders Approve Merger and Issuance of
Stock 


MADISON, Ala., and NEWARK, Calif., July 27  /PRNewswire-FirstCall/ -- Verilink
Corporation (NASDAQ:VRLK) and Larscom Incorporated (NASDAQ:LARS) today jointly
announced that at Larscom's special meeting, its shareholders adopted and
approved the Agreement and Plan of Merger, dated as of April 28, 2004, by and
among Verilink, Larscom and SRI Acquisition Corp., a wholly owned subsidiary of
Verilink, and approved the proposed merger of SRI Acquisition Corp. with and
into Larscom pursuant to the merger agreement.  At Verilink's special meeting,
its shareholders approved the issuance of Verilink common stock to Larscom
shareholders in the merger. As previously announced, at completion of the
merger, each share of Larscom common stock will be converted into 1.166 shares
of Verilink common stock.  Completion of the merger remains subject to the
conditions precedent in the merger agreement.

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 their website at http://www.verilink.com/ .

About Larscom Incorporated

Larscom 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/ .

Information about the Verilink/Larscom Merger and Where to Find It

Verilink filed a registration statement on Form S-4 with the Securities and
Exchange Commission ("SEC") containing the definitive joint proxy
statement/prospectus regarding the proposed merger between Verilink and
Larscom. In addition, Verilink and Larscom mailed to their respective
shareholders a copy of the joint proxy statement/prospectus in connection with
the merger. Before making any voting or investment decision with respect to the
merger, investors and security holders of Verilink and Larscom are urged to
read the registration statement and the joint proxy statement/prospectus, which
contain important information about Verilink, Larscom, the proposed merger and
related matters.  Copies of the registration statement and the joint proxy
statement/prospectus, as well as other SEC filings containing information about
Verilink and Larscom, including annual, quarterly and special reports and proxy
statements filed by both Verilink and Larscom may be obtained, without charge,
at the SEC's website at http://www.sec.gov/, or by visiting the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. 
Please call the SEC at 1-800-SEC-0330 for further information regarding the
public reference room.  In addition, investors and security holders of Verilink
may obtain free copies of the joint proxy statement/prospectus by directing a
written request to: Corporate Secretary, Verilink Corporation, 127 Jetplex
Circle, Madison, AL 35758, and investors and security holders of Larscom may
obtain free copies of the joint proxy statement/prospectus by directing a
written request to: Corporate Secretary, Larscom Incorporated, 39745 Eureka
Drive, Newark, CA 94560.

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 shareholder 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, and 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. A detailed discussion of these and other risks and
uncertainties that could cause actual results and events to differ materially
from such forward-looking statements are included in the joint proxy
statement/prospectus referred to above, as well as Verilink's Annual Report on
Form 10-K for the fiscal year ended June 27, 2003 and most recent quarterly
report on Form 10-Q for the quarter ended April 2, 2004, and Larscom's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003, as amended,
and most recent quarterly report on Form 10-Q for the quarter ended March 31,
2004, each of which were mailed to Verilink and Larscom shareholders along with
the joint proxy statement/prospectus. 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 and the Verilink logo 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 



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

http://www.larscom.com/

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