June 4, 2001 – Camarillo, CA – Vitesse Semiconductor Corp. plans to acquire San Jose-based Versatile Optical Networks Inc., a designer and manufacturer of optical and opto-electronic modules for data and communications networks, in a deal worth about $243 million in stock.

Versatile has developed an approach that relies on a multi-level, building-block architecture for integrating optical and OEO (optical-to-electrical-to-optical) solutions. Initial products include optical switches, transponders and transponder arrays. Versatile’s expertise in micro-optic and integration technology and network architecture provides OEMs with products optimized for performance, cost, versatility, density and reliability. Versatile has 72 employees, including over 55 engineers.

In connection with the acquisition, Vitesse will issue approximately 10 million shares of its common stock in exchange for all of the outstanding equity interests of Versatile. The transaction is expected to be completed in the quarter ending September 30, 2001, subject to customary closing conditions. The transaction, which will be accounted for as a purchase, is expected to be dilutive to Vitesse’s earnings per share on a pro-forma basis by approximately $0.02 per share per quarter for the remainder of calendar 2001.

“This is tremendously exciting to me as an engineer,” said Roger Hajjar, co-founder and CTO of Versatile Optical Networks. “The semiconductor component of optical systems is large and growing. Having access to Vitesse’s world class semiconductor expertise will help position us to increase levels of opto-electronic integration and to increase the intelligence and manufacturability of our subsystems.”