LUCENT TECHNOLOGIES TO ACQUIRE CHROMATIS NETWORKS, A LEADER IN BRINGING OPTICAL NETWORKING TO METROPOLITAN NETWORKS.

New technology can reduce costs of building metro optical network by 50%

WEDNESDAY MAY 31, 2000 MURRAY HILL, N.J. - Lucent Technologies today said it will acquire Chromatis Networks, a leader in metro optical networking systems, which is the fastest-growing segment of the optical networking market. Chromatis recently announced a revolutionary technology that can reduce the cost of building metro optical networks by one-half while radically improving their performance.

Lucent will acquire Chromatis, a privately held company, in a stock transaction for approximately 78 million shares of Lucent common stock, valued at about $4.5 billion, based on the closing price of $58.125 for Lucent stock on May 30, 2000. This excludes the approximate 7 percent stake in Chromatis that Lucent already owns through its Lucent Venture Partners venture capital subsidiary. Certain key employees of Chromatis also could receive an additional 2.5 million shares, (valued at approximately $145 million based on the closing price of Lucent stock on May 30, 2000), contingent upon the company meeting certain performance-based goals.

"The acquisition of Chromatis will enable us to bring the bandwidth-expanding power of optical technology directly to our business customers, and gives Lucent a leadership position in the fastest-growing segment of the optical networking market," said Richard McGinn, Lucent Technologies chairman and chief executive officer. "With Chromatis, Lucent is one step closer to bringing the speed and power of fiber optics all the way to a customer's desktop. This acquisition will allow us to enhance what is already recognized by the industry as the broadest portfolio of optical networking products."

Pioneer Consulting estimates the worldwide metropolitan optical networking market will have an annual compound growth rate of 61 percent through 2004. Metropolitan networks act as a bridge carrying Internet, data and voice traffic from the larger network "core" to commercial office complexes and residential customers living in high-rise buildings. Because these are short-distance networks with a mix of existing and new equipment and service requirements, optical networking has not previously been seen as a cost-effective solution.

Chromatis was recently selected as one of Upside Magazine's top 100 private companies. The selection criteria included technological achievements, customer acceptance of product and services, financial performance and management savvy.

Chromatis' flagship product, the Metropolis™ system, is the first in the industry to integrate data (packet), voice (circuit) and video services together on metropolitan networks and combine this traffic onto a wave division multiplexing (WDM) system. The WDM system relieves network congestion by providing vast amounts of bandwidth in the form of multiple optical wavelengths that blast traffic through the network at the speed of light.

All Metropolis products feature a revolutionary technology called selective wave division multiplexing (SDWM) which allows network providers to deploy only the optical wavelengths they need - where and when they need them - thereby realizing huge savings in WDM start-up costs.

"Chromatis pioneered the integration of WDM with multi-service access for carriers' metro networks and has emerged as the recognized leader in this rapidly growing market," said Bob Barron, Chromatis chief executive officer. "Lucent has long been an innovation leader in optical networking and is the worldwide leader in optical WDM systems deployed. The combination of Lucent and Chromatis will provide the industry with next-generation metro optical networks that meet the cost and capacity requirements for both traditional service providers as well as the very different requirements of the new broadband Internet service providers."

Barron will stay on with Lucent as will all five co-founders of the company, including Rafi Gidron and Orni Petruschka. Chromatis will become part of Lucent's Optical Networking Group.

Lucent expects the acquisition of Chromatis, which will be accounted for as a purchase, to be completed by June 30, 2000. The acquisition, including the performance-related contingent payments, is expected to dilute Lucent's pro forma earnings per share for ongoing Lucent operations1 by about two cents in fiscal 2000 and approximately five cents in fiscal 2001.

Chromatis has its headquarters in Herndon, Virginia, and has a research facility near Tel Aviv, Israel. In March, Chromatis announced a five-year agreement with Cogent Communications, an Internet service provider that serves large office buildings in twelve major U.S. markets. Chromatis also has a number of trials with several Local Exchange Carriers (LECs), and Interexchange Carriers (IXCs) including Qwest.

Metropolis joins a portfolio of optical networking products Lucent offers for metropolitan networks, including WaveStar™ AllMetro™ OLS, which brings optical networking to wider, regional networks (like those connecting cities), and WaveStar™ AllSpectra™ OLS, which brings optical networking capacity to enterprise networks.

Lucent's optical networking leadership

Lucent's Bell Labs has garnered more than 2,000 patents in optical technology alone. According to Dell'Oro Group, Lucent captured the largest share - 34 percent (or approximately $1.3 billion) - of a total of $3.8 billion global DWDM equipment sales in 1999. And with approximately 7,000 systems installed worldwide, Lucent is the global leader in deploying DWDM technology. For more information about Lucent's Optical Networking Group, please visit its Web site at http://www.lucent-optical.com.

About Chromatis

Chromatis develops and manufactures next-generation optical transport solutions that provide carriers with dramatic improvements in the cost, efficiency, scale, and management of multi-service metro networks. Founded in 1998, Chromatis is headquartered in Herndon, Virginia, and is led by a seasoned team of executives with wide experience in transmission systems and data networking from companies such as Nortel, Cascade, Ciena, 3Com, US Robotics, Scorpio Communications, Newbridge Networks, and ECI Telecom. The company has received more than $50 million in funding to date from leading venture capitalists including Crosspoint, ComVentures, Jerusalem Venture Partners, Soros Private Equity, Chase Capital, Lucent Venture Partners, Eucalyptus Ventures, and Anschutz Capital.

About Lucent Technologies

Lucent Technologies, headquartered in Murray Hill, NJ, USA, designs and delivers the systems, software, silicon and services for next-generation communications networks for service providers and enterprises. Backed by the research and development of Bell Labs, Lucent focuses on high-growth areas such as optical and wireless networks; Internet infrastructure; communications software; communications semiconductors and optoelectronics; Web-based enterprise solutions that link private and public networks; and professional network design and consulting services. For more information on Lucent Technologies, visit its Web site at http://www.lucent.com.

(¹) Pro forma EPS excludes amortization of goodwill and acquired technology as well as one-time events such as in-process research and development charges. Ongoing Lucent operations exclude the parts of the enterprise networks business that are expected to be spun off later this year and the consumer products business which was sold.

This news release contains forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These forward-looking statements include, but are not limited to, future product, market and technology development, future benefits of the acquisition, estimated date to complete the transaction, and the expected impact of the transaction on future earnings. These risks and uncertainties include obtaining regulatory approval, price and product competition, dependence on new product development, reliance on major customers, customer demand for our products and services, the ability to successfully integrate acquired companies, timely completion of the spin off of the new Enterprise Networks Group, any adjustments to preliminary estimates, control of costs and expenses, international growth, general industry and market conditions, growth rates and general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations. For a further list and description of such risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, see the reports filed by Lucent with the Securities and Exchange Commission. Lucent disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise