3Com to Acquire Primary Access and Sonix

Global data networking leader aggressively extends networking beyond the
enterprise and broadens remote access connectivity with leading network
access companies

March 22, 1995 -- SANTA CLARA, Calif. -- Today, global data networking
leader 3Com Corporation announced definitive agreements to acquire Primary
Access Corporation, the dominant provider of integrated remote access
systems to network service providers worldwide, and Sonix Communications
Limited, the leading U.K. ISDN internetworking company. As leaders in
their respective markets, these companies will enable 3Com to
significantly extend its networking reach beyond the enterprise.

The acquisitions of Primary Access for approximately $170 million in 3Com
stock and Sonix for approximately $70 million in 3Com stock will both be
accounted for as poolings and are expected to close in the fourth fiscal
quarter. The Primary Access transaction is subject to a number of
conditions including anti-trust approval, the effectiveness of a
registration statement covering the shares to be issued, and approval of
the shareholders of Primary Access Corporation. 3Com expects the number of
shares to be issued for the two transactions to be approximately 4.3
million. Both companies will become wholly owned subsidiaries of 3Com, to
be known as 3Com Sonix and 3Com Primary Access.

With Primary Access, 3Com can now provide high-performance, fully
integrated access products for the public switched data market. This will
further strengthen the company's position with service providers and
carriers, who are increasingly providing managed data network services
from points of presence (POPs). ISDN-based LAN internetworking products
from Sonix will enable 3Com to push out the periphery of the networks to
the growing small business, commercial and home Internet access markets.

"Sonix and Primary Access are innovative, customer-driven leaders in their
respective markets and have products, technologies and, most important,
strong customer relationships that will help accelerate 3Com's
participation in new, emerging market segments," said Eric Benhamou, 3Com
chairman and chief executive officer.

"Data networking is embracing more than the enterprise as access to
information is required by a broader spectrum of users. As this growth
continues, customers will increasingly value the ability to purchase
access, internetworking, terminal server and remote access router
technologies from a single vendor with a coherent, integrated networking
architecture," said Benhamou. "With these acquisitions, 3Com is now the
only company to offer data networking and network access solutions for the
enterprise, carriers and small office/home office."

Leading Platforms for Managed Services in the Public Networking Sector

Primary Access, based in San Diego, is the leading supplier of integrated
remote access systems used by interexchange, cellular and local carriers
as well as providers of on-line information services, value added networks
(VANs) and transaction networks. Founded in 1988, the company had revenues
of $26.5 million in fiscal 1994 (ended September 30). Primary Access'
products are used at network providers' central sites to deliver a dial-up
connection linking users of on-line information over the public switched
telephone network.

Primary Access simplified WAN connectivity and pioneered software-defined
access using a digital platform, called Aperture, to replace separate
fixed-function hardware devices such as channel banks, modems, ISDN
devices and remote access servers. This software-based approach enables
network providers to get data services to market faster, improve network
flexibility and reliability, and reduce network management, maintenance
and access costs.

Primary Access' products are used for network access in three rapidly
growing markets: high-speed data, cellular data and transaction processing
networks. Applications using Primary Access products include accessing
CompuServe, United Parcel Service's Total Trak cellular package tracking,
and credit-card transaction processing over the VisaNet network. Other
Primary Access customers include AT&T, MCI, Sprint, more than 15 cellular
carriers, regional Bell operating companies, Blue Cross, and leading banks
and oil companies.

3Com Primary Access, with 120 employees, will remain based in San Diego.
Bill Stensrud, president of Primary Access, will continue to manage the
business reporting to 3Com CEO Eric Benhamou.

"Both large and small organizations are increasing their use of
carrier-provided managed data services," said Stensrud. "Primary Access'
telecommunications expertise combined with 3Com's data networking
experience will allow us to fully exploit new access trends in both public
and private networks as well as capitalize on commercial networking
opportunities and on-line services such as the Internet."

Extending Leadership in Small Office Markets

Widespread end-user demand for low-cost, high-speed connectivity to both
corporate networks and on-line services is encouraging the rapid
deployment of ISDN worldwide. Founded in July 1992, Sonix has grown
quickly, reaching approximately $25 million in revenues for the last
twelve months. The company has already achieved ISDN market leadership in
the U.K., capturing 46 percent of the country's ISDN internetworking
market in 1994 according to Dataquest. The company is the third largest
ISDN networking company in Europe with 19 percent share, and is poised to
enter new markets. Sonix manufactures and markets a portfolio of network
access products specifically designed for data and voice, and designed
from inception to optimize ISDN technology while being easy to use and
configure.

Targeted for the simple connectivity needs of wide area workgroups, and
particularly popular with retail and financial customers, the company's
flagship Arpeggio family of ISDN internetworking products include "plug
and play" low-cost Ethernet to ISDN, leased-line or dial-up bridges and
routers. The Arpeggio products are ideal for providing connectivity among
small dispersed workgroups and for providing simple, high-performance,
low-cost connectivity between central sites and remote offices.

The success of Sonix' products is directly related to their design center,
which was developed from the perspective of the small office needing
simple access to other offices. The company offers a family of low-end,
remote connectivity solutions designed from the ground up for ISDN and
analog connectivity, voice and data, and "plug-and-play" simplicity.

3Com Sonix, with its 53 employees, will remain in Cirencester,
Gloucestershire. Bob Jones, managing director of Sonix Communications,
will report to 3Com vice president Richard Joyce, who is spearheading
3Com's worldwide efforts to address the unique networking requirements of
the small business market.

"With a strong emphasis on high-performance and ease-of use combined with
its focus on providing the right product for the right application, Sonix
is poised to replicate its tremendous success in the UK around the world,"
said Richard Joyce. "Small businesses, mobile workers and home users are
now demanding networking equipment designed to meet their unique
requirements. Sonix' products will allow 3Com to develop these fast
growing markets."

"The combination of 3Com's global coverage and Sonix' products and
technology promises to be a winner for customers worldwide," said Bob
Jones. "The entrepreneurial spirit prevails at Sonix, and teaming with
3Com in this venture to extend the reach of networking to new markets is a
great opportunity for both companies."

Founded in 1979, 3Com Corporation (NASDAQ:COMS) pioneered the data
networking industry. Today, 3Com offers customers a broad range of ISO
9000-compliant global networking solutions that include routers, hubs,
switches and adapters for Ethernet, Token Ring and high-speed networks.
Headquartered in Santa Clara, Calif., 3Com is a Fortune 500 company with
worldwide research and development, manufacturing, marketing, sales and
support capabilities.

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