Bay Networks to Acquire Xylogics, A Leader in Enterprise Remote Access

-- STRATEGIC ACQUISITION ADDRESSES EXPANDING MARKET REQUIREMENTS --

SANTA CLARA, Calif., September 6, 1995 --Bay Networks (Nasdaq: BNET) today
announced that it has signed a binding agreement to acquire Xylogics, Inc.
(Nasdaq: XLGX), a publicly held company headquartered in Burlington,
Massachusetts. Xylogics is a technology and market leader in enterprise
remote access, offering remote users and offices transparent
corporate-wide access to networking resources.

Under the terms of the agreement, Bay Networks will exchange 1.05 shares of
its common stock for each outstanding share of Xylogics' common stock.
Based on the closing price of Bay Networks stock of $50.25 on September 5,
1995, the transaction is valued at approximately $330 million.

Xylogics will become an independent operating unit of Bay Networks and will
continue to focus on the remote access market. Existing Xylogics
management will continue to manage Xylogics as a Bay Networks business
unit. Xylogics President and CEO, Bruce Sachs, will become president and
general manager of the Xylogics business unit and report directly to Bay
Networks President and CEO, Andy Ludwick.

This acquisition supports Bay Networks view of extending the backbone
network beyond the branch office, bringing the enterprise closer to remote
users and customers. Xylogics' technology leadership includes
award-winning analog remote access and ISDN routing products - key to
on-line access to corporate information and services such as the
Internet.

Xylogics' unique focus on remote access for the enterprise, such as
universal client access and channelized T1 technology, is strategically a
strong fit with Bay Networks leading LAN/WAN backbone solutions.
Recognizing these complementary strategies, Bay Networks and Xylogics
started an OEM relationship in 1993, and Xylogics' remote access server
technology is now shipping in Bay Networks 5000 Network Center platform.

"Bay Networks is strongly positioned in the enterprise LAN and WAN backbone
market with solutions that reach from the network center to the branch
office," said Paul J. Severino, Bay Networks chairman. "Xylogics'
award-winning Remote Annex remote access servers and new Nautica line of
ISDN products, combined with the company's skills and technology in
delivering highly scaleable solutions, are a very complementary fit
strategically with our core enterprise business. This acquisition is fully
supportive of our objective to provide customers with communications way
beyond the enterprise."

Organizations are experiencing a major strategic shift from departmental-
only to enterprise-wide remote access, motivated in part by the need to
better manage and secure access to enterprise applications. In addition,
the business initiative for organizations to move information closer to
customers has driven the need for applications and network infrastructure
that are remote access-ready.

The rapid growth in the remote access market is a result of: increased
business mobility; the move to telecommuting; reduced cost of ownership of
both product and WAN services; widespread adoption of remote access
standards, such as PPP; and integrated network operating system support,
including Windows 95. According to market research company International
Data Corporation (IDC), the worldwide market for non-PC based remote
access servers is expected to grow from $345 million in 1994 to $1 billion
by 1998. Xylogics' 1994 worldwide market share, by ports shipped, is 21.2
percent, according to the market research company In-Stat Services.

"Our universal remote access strategy has been a key Xylogics
differentiator in addressing the expanding needs of our corporate
customers," said Bruce Sachs, Xylogics' president and CEO. "As a division
of Bay Networks, Xylogics will have the financial and channel strength to
more aggressively broaden our deployment of network access products,
technologies and services. In addition, Bay Networks complementary
products and technology will further our strategy of delivering
enterprise-wide solutions. We are excited about providing our shareholders
the opportunity to continue their ownership interest in the combined
companies."

Xylogics acquired Scorpion Logic, a UK-based ISDN router company, in April
1995. Xylogics is shipping the award-winning Scorpion router family for
mid-size corporate networks (both leased-line and ISDN) today in Europe,
and will commence shipment in the U.S. in September 1995.

The Boards of Directors of both companies have approved the merger
agreement. The stock-for-stock merger is expected to be a tax-free
reorganization and accounted for as a pooling of interests. The agreement
is subject to approval by Xylogics' stockholders and to standard antitrust
clearances. A registration statement/proxy statement for this merger must
be filed with the SEC and consummation of the merger is currently
anticipated to occur in the fourth calendar quarter of 1995. As part of
the transaction, Xylogics has granted Bay Networks an option to purchase a
number of shares equal to approximately 6.3 percent of Xylogics'
outstanding shares, under certain circumstances.

Xylogics, headquartered in Burlington, Mass., with offices in the UK,
France, Germany, and the Far East, offers a complete line of award-winning
analog and ISDN remote access products that provide remote users and
offices transparent access to corporate networking resources. In addition,
Xylogics supplies network access products to the leading hub vendors
including Bay Networks, as well as a number of other computer networking
manufacturers. Xylogics products are sold by 250+ resellers worldwide.

Bay Networks, Inc. is a leading worldwide supplier of a full range of
highly available, multiprotocol routers, intelligent hubs, high- speed
switches, and sophisticated network management products for organizations
building enterprise-wide information internetworks. The company was
established in October 1994 with the merger of SynOptics Communications
and Wellfleet Communications, and now has combined revenues in excess of
$1.3 billion for its most recent year. With more than 1,000 resellers and
over 1,200 direct sales and service personnel worldwide, Bay Networks
markets and supports its comprehensive product suite in 110 offices,
providing 7x24 global support. Bay Networks World Wide Web address is:
http://www.baynetworks.com.
 
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