SAN JOSE, Calif. and CRANBURY, N.J., March 28 -- MAYAN Networks Corporation and Ariel Corporation (Nasdaq: ADSP) today announced that the parties have entered into a definitive agreement and plan of merger pursuant to which MAYAN will acquire Ariel.

Under the terms of the definitive merger agreement, each outstanding share of MAYAN common stock, and options and warrants to purchase MAYAN common stock will be exchanged for securities representing 90% of the fully-diluted as converted shares of the combined company. Holders of the MAYAN convertible notes are expected to be able to convert their notes into common stock of the combined company after the merger upon certain events. The agreement calls for the acquisition of Ariel through a merger with and into Ariel. Current Ariel shareholders, option holders, and warrant holders will retain an approximately 10% interest in the combined company.

The combined company will be renamed MAYAN Networks Corporation and it is intended that it will be listed on the Nasdaq National Market. MAYAN's management will include Esmond Goei, Dan Gatti, John Tingleff, and Dennis Schneider. The board of directors will be comprised of Esmond Goei, founder of MAYAN, Anthony Agnello, founder of Ariel, Tom Edrington, ex CEO of Alaska Telecom, Steven Krausz, United States Venture Partners, James Mongiello, Redpoint Ventures and Peter Morris, New Enterprise Associates. The company will be headquartered in San Jose, CA with offices in New Jersey, Texas, Arizona, France, and Germany.

As a result of the proposed merger, MAYAN's Chairman and co-founder, Esmond Goei, will become CEO of the combined company. Mr. Goei commented "Our multi-service Unifier architecture has always included capabilities that create an ideal platform for applications such as Internet Access that become far more competitive by using our ability to access and optimize data and voice traffic on SONET rings. Ariel's technology focuses on complex telephony applications, and we believe its approach to the Internet remote access marketplace naturally complement MAYAN's optical networking product strategy and market focus. The combination will allow us to market unique new SONET enabled solutions to carrier and ISP Remote Access Server (RAS) needs while continuing to pursue our current products and markets."

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