Tellium, Zhone to Merge

OAKLAND, Calif. and OCEANPORT, N.J. -- Tellium, Inc. (Nasdaq:TELM), a leader in optical networking technology, and Zhone Technologies, Inc., a privately-held company dedicated to developing the full spectrum of next-generation access infrastructure solutions, today announced that the two companies have signed a definitive merger agreement.

Under the terms of the agreement, the security holders of Zhone would receive 60% of the combined company's outstanding fully-converted shares at closing and the security holders of Tellium would continue to hold the remaining 40% of the combined company's outstanding fully-converted shares as of closing. Based on Tellium's current number of fully-converted shares outstanding, Zhone would receive approximately 197 million newly issued shares, options and warrants to purchase shares of Tellium common stock as of closing. The exact number of Tellium shares to be issued will depend on Tellium's fully-converted shares outstanding immediately prior to closing. The proposed stock-for-stock transaction is intended to qualify as tax-free to the stockholders of Tellium and Zhone.

Mr. Mory Ejabat, current chairman and chief executive officer of Zhone, and formerly chief executive officer of Ascend Communications, will become chairman and chief executive officer of the combined company, which will operate under the name Zhone Technologies. The combined company will be traded on the NASDAQ under the symbol ZHNE.

"This merger positions the combined company as a leading provider of access, metro and core optical solutions to the global telecommunications industry," said Mr. Ejabat. "Combining the two businesses enables us to provide a comprehensive solution for local, metro and long distance service providers as we see their needs converging. The merger will allow the combined company to realize substantial cost savings from reductions of operating expenses."

"Combining Tellium's optical product line, including products currently under development, with Zhone's comprehensive access product portfolio will create a powerful competitor," said Harry Carr, chairman and chief executive officer of Tellium. "We believe that the new company will have the infrastructure and assets to be a leader in the telecommunications industry, with solid revenue performance, a broad customer base and a strong balance sheet. Mory Ejabat is a respected, talented leader in the industry with a proven track record and is the right person to lead the new company."

The combined company will benefit from its combined cash position of over $150 million as of June 30, 2003. The combined company will have a customer base that includes some of the world's largest carriers representing more than 250 existing carrier customers on six continents. The combined company will deliver a broad array of products for access, metro and core network applications, with employees operating in 14 countries around the globe. The combined company will also bring the current customers of Tellium and Zhone advanced new access and transport offerings which provide a bridge between existing copper-based loops and fiber optics.

The transaction is subject to the approval of each company's security holders, regulatory review as well as other customary closing conditions. The transaction is expected to close in the Fall of 2003. Following receipt of all required regulatory approvals, Tellium and Zhone will each convene special meetings of their respective security holders to vote on the merger. Time, location and other details regarding these meetings will be communicated to security holders at a later date.

Tellium retained Morgan Stanley as its financial advisor. Zhone enlisted the assistance of Credit Suisse First Boston and Lehman Brothers to facilitate the transaction.

Tellium and Zhone will host a conference call for investors to discuss this announcement on Monday, July 28, 2003 at 5:00 P.M. (Eastern Time). To obtain dial-in information for this call, please contact Patricia Maggio by phone at (732) 923-4227 or by e-mail at [email protected] to make a reservation. A live audio webcast of this discussion will also be available via Tellium's home page at www.Tellium.com. In light of these recent developments, Tellium 's conference call previously scheduled for 5 P.M. on Tuesday, July 29 has been cancelled and substituted with this Monday, July 28 event.

Tellium Inc.

Zhone Technologies Inc.