W. CONSHOHOCKEN, Penna - June 30, 2005 - Ditech Communications Corporation, (Nasdaq: DITC), a leader in the development of voice processing systems for communications networks, completed its previously announced acquisition of Jasomi Networks of Mountain View, California and Calgary, Alberta, Canada. The acquisition will enable Ditech to combine the voice processing technology in its Packet Voice Processor platform with Jasomi's industry-leading session border controller (SBC) to provide a complete border services solution package to carriers. The transaction was completed on June 30, 2005 after Jasomi shareholders approved the acquisition.

"The acquisition of Jasomi Networks will enable us to combine our voice processing expertise with a recognized leader in SIP session border controllers. We will be able to combine Jasomi's technology with Ditech's Packet Voice Processor platform to provide a complete border services solution package to carriers," said Tim Montgomery, Ditech's president and CEO. He continued, "This solution will expand the total available market for Ditech. As wireless carriers move to adopt VoIP transport technology, wireless networks will face challenges similar to wire-line carriers. Jasomi's technology will enable us to be at the forefront for delivery of VoIP service capabilities into the wireless market with an even larger addressable market in the future."

Acquisition Structure

Under the terms of the agreement, the stockholders of Jasomi Networks will receive approximately $20 million, with payment divided into approximately $13 million in cash and $7 million in convertible notes. Ditech will also provide approximately $4 million for the assumption of options and the establishment of a restricted stock plan to issue restricted common stock to Jasomi employees. The acquisition will be accounted for under purchase accounting and will be reported as part of the Ditech's Fiscal 2006 first quarter operating results. The acquisition is expected to be neutral to earnings per share, excluding purchased technology and other acquisition related costs in the near term, but is not expected to result in a material deviation from Ditech's operating plan for fiscal 2006 exclusive of acquisition related costs.

Ditech Communications was advised by Fairmount Partners of West Conshohocken, PA in this transaction. Fairmount Partners served as the exclusive financial advisor and structured and negotiated the transaction on behalf of Ditech.

 

About Ditech Communications Corporation

Ditech Communications Corporation is a global telecommunications equipment supplier for communications networks. Ditech Communications' voice processing products serve the needs of mobile and wire-line operators for circuit and packet based networks. Ditech products include high-capacity voice enhancement and echo canceller solutions that utilize advanced software and digital signal processor (DSP) technology. This combination of software and hardware allows Ditech Communications to deliver Voice Quality Assurance(TM) (VQA(TM)), a robust and cost-effective solution for voice enhancement that includes both noise reduction and echo cancellation to provide improved sound quality on calls made over wireless networks. Ditech Communications' VoIP products combine VQA(TM) technology with packet voice processing and security capabilities to enable carriers to deploy end-to-end VoIP services across network security boundaries without requiring network re-architecting. By providing the technology that allows VoIP services to be rolled out economically and securely in complex multi-bordered networks, Ditech is an integral part of making VoIP work. Ditech Communications (DITC) is listed on the Nasdaq National Market and is headquartered in Mountain View, California (web site: http://www.ditechcom.com).

Forward-Looking Statements

These statements in this press release regarding the benefits that Ditech expects from the acquisition of Jasomi Networks, the solution that Ditech will be able deliver, and the market position that the acquisition of the technology and new solution will give Ditech, are forward-looking statements. Actual results could vary materially as a result of unanticipated factors and events, including unanticipated technical difficulties may arise in the integration of the Jasomi Networks technology, which could delay or reduce the benefits that Ditech expects from the acquisition. Other risks relating to Ditech and its business are detailed from time to time in the reports and other filings Ditech makes with the Securities and Exchange Commission, including Ditech's Form 10-Q for the quarter ended January 31, 2005 (filed March 10, 2005 with the Securities and Exchange Commission).