CAMPBELL, Calif. -- P-Com, Inc. (Nasdaq: PCOM), a worldwide provider of wireless telecom products and services, today announced the signing of a letter of intent to acquire privately held Procera Networks Inc. of Sunnyvale, California in a stock-for-stock transaction.The acquisition enables P-Com to enter the fast growing market for switching products with Procera Networks' highly regarded, patent-pending technology. A January 2002 report by the research firm Dell'Oro Group said that the global market for Layer 2-7 switching technology was $11.5 billion in 2001, but is estimated to grow to $18 billion by 2006.From a strategic perspective, the acquisition enables P-Com to significantly expand the potential revenue from each of its customers by delivering broadband voice and data services directly to the user's desktop for the first time through Procera Networks' Layer 7 switching and content control technology. The acquisition, expected to close in the first quarter of 2003, is subject to customary due diligence, the execution of a definitive agreement, and satisfaction of certain closing conditions.P-Com and other microwave radio suppliers have traditionally handed off bandwidth management to specialized third party networking devices, but utilizing Procera's cost-effective, high-capacity switching products, P-Com can now offer a seamless broadband solution enabling network managers to eliminate expensive add-on hardware and software. Network operators can also leverage Procera Network's technology to groom network traffic by prioritizing applications on a network and by efficiently allocating bandwidth to meet the hierarchy of corporate information needs."With advanced technology from Procera Networks, P-Com has a unique opportunity to deliver a seamless solution from the backbone directly to the desktop, providing fully integrated broadband and network management capabilities unmatched in the industry today," said P-Com Chairman George Roberts. "Procera Networks' technology can be easily integrated into P-Com's entire line of microwave radio products and can also be sold on a stand-alone basis. Procera Networks' technology is also well-positioned to satisfy the growing need for enhanced network management as Voice over IP and video begin to reach critical mass. This transaction has significant upside potential for P-Com shareholders."Procera Networks President and CEO Douglas Glader said: "Procera Networks needed to find a partner with global reach and resources to help deploy our breakthrough technology into the marketplace. P-Com is clearly the right partner because of the strength of its existing products, its worldwide sales force, and its relationships with a wide variety of telecom companies and operators around the world, whether it's bundled with P-Com's or marketed separately."P-Com Inc.Procera Networks Inc.