Fluke Networks Agrees to Acquire Visual Networks, Inc.

Acquisition of Complementary Application and Network Performance Products Expected to Strengthen Fluke Networks' Position in Monitoring and Analysis of Enterprise Networks, Application Performance and VoIP Management, and Expand Presence into Managed Services Marketplace


EVERETT, Wash., Dec. 2, 2005 (PRIMEZONE) -- Fluke Corporation, one of the Danaher Corporation family of companies, announced today that it has entered into a definitive agreement to purchase Visual Networks, Inc. (Nasdaq:VNWK) for $1.83 per share, reflecting a total purchase price of approximately $75 million in cash, including transaction costs and net of estimated cash to be acquired. The closing of the transaction is subject to Visual Networks shareholder approval, regulatory approvals and other customary conditions. Visual Networks will become a part of Danaher's Fluke Networks business.

Visual Networks, headquartered in Rockville, Maryland, United States, is a leading provider of network test and application performance management solutions. The company's technologies enable enterprises to reliably and securely manage the delivery and performance of key applications such as Voice over IP (VoIP) across their infrastructures. The company had revenues of approximately $52 million in 2004.

"The anticipated acquisition of Visual Networks will be a significant step in the evolution of Fluke Networks' Enterprise vision as we continue to position ourselves for leadership in the network and application analysis market," said Chris Odell, Fluke Networks president. "Both Fluke Networks' product lines and market coverage are expected to be strengthened by this acquisition. As a result of the acquisition, we expect to be able to provide increased benefits and capabilities to enterprise customers that manage their own networks or outsource to a managed service provider."

About Fluke Networks

Fluke Networks provides innovative solutions for the testing, monitoring and analysis of enterprise and telecommunications networks and the installation and certification of the fiber and copper forming the foundation for those networks. The company's comprehensive line of Network SuperVision(tm) Solutions provide network installers, owners, and maintainers with superior vision, combining speed, accuracy and ease of use to optimize network performance. Headquartered in Everett, Washington, the company distributes its products in more than 50 countries. More information can be found by visiting Fluke Networks' Web site at www.flukenetworks.com or by calling (800) 283-5853.

Statements in this document regarding the proposed acquisition of Visual Networks, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Fluke Networks managements' future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "believes," "will," "plans," "anticipates," "expects" and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the transaction, the ability of Fluke Networks to successfully integrate Visual Networks' operations and employees; the ability to realize anticipated synergies and cost savings; and the other factors described in Danaher's Annual Report on Form 10-K for the year ended December 31, 2004 and most recent quarterly report filed with the SEC. Danaher disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.

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