MAYAN Networks to Acquire Ariel Corporation

MAYAN Networks to incorporate Ariel's technologies to create New SONET-enabled

solutions for Carriers and Internet Service Providers. The pro forma company

is expected to have over $50 million of cash and equivalents at closing.

Mar 28, 2001, 00:00 ET from Ariel Corporation

    SAN JOSE, Calif. and CRANBURY, N.J., March 28 /PRNewswire/ -- 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."
     Anthony Agnello, Ariel's Chairman and founder said "MAYAN's focus on
 optical networking and carrier markets, and its strong balance sheet are an
 ideal complement to Ariel's skills and products in applied digital signal
 processing and internet edge applications.  We believe, given the excellent
 product fit, our two companies can rapidly begin offering unique solutions to
 ISPs and telephone operating companies."
     The transaction is subject to approval by MAYAN and Ariel stockholders,
 among other closing conditions.  The transaction is expected to close not
 later than the third quarter of 2001.  The transaction will be accounted for
 using purchase accounting and will be effected on a tax-free basis to
     Robertson Stephens acted as exclusive financial advisor to MAYAN Networks
 Corporation in this transaction.
     About MAYAN Networks
     MAYAN Networks, a development stage company, was founded in 1998 to
 simplify the delivery of services and to reduce cost and complexity at the
 edge of the optical network. Its first product, the Unifier SMX, is expected
 to bring intelligence to the network edge, helping customers migrate from
 TDM-based service models to the future of IP-based services. MAYAN's Unifier
 was recently awarded the prestigious InfoVision Award at the National
 Communications Forum, and is currently in trials at nine other service
 provider networks.
     MAYAN's customers include Competitive Local Exchange Carriers (CLECs),
 Incumbent Local Exchange Carriers (ILECs), Inter-Exchange Carriers (IXCs) and
 Independent Telephone Operating Companies (ITOCs). MAYAN Networks is based in
 San Jose, California and more information on the company can be found at
     About Ariel
     Ariel Corporation (Nasdaq:   ADSP) is a leading provider of high-density,
 SS7-enabled dial-up access equipment for applications such as Internet access,
 corporate Intranet/Extranet access, on-line services, telecommuting,
 transaction processing and unified messaging.  Ariel's dial-up access
 concentrator products make it easy for ISPs and OEMs targeting ISPs and other
 service providers to create high-density dial-up solutions using open systems
 platforms running a variety of popular operating systems, including Windows NT
 and Linux.
     Statements contained in this press release that are not historical facts
 are forward-looking statements that are made pursuant to the safe harbor
 provisions of the Private Securities Litigation Reform Act of 1995, as
 amended.  Forward looking statements involve risks and uncertainties,
 including market acceptance of Ariel's products by technical original
 equipment manufacturers and internet service providers, the timely development
 and acceptance of new products, the impact of competitive products and
 pricing, changing market conditions and the other risks detailed from time to
 time in Ariel's filings with the SEC.  These risks and uncertainties could
 cause actual results to differ materially from those projected or currently
 expected.  These forward-looking statements represent Ariel's judgment as of
 the date of this release.  Ariel disclaims, however, any intent or obligation
 to update these forward-looking statements.
     Additional Information and Where to Find It
     Ariel plans to file a Registration Statement on SEC Form S-4 in connection
 with the Merger, and Ariel and MAYAN expect to mail a Joint Proxy
 Statement/Prospectus to stockholders of Ariel and MAYAN containing information
 about the Merger.  Investors and security holders are urged to read the
 Registration Statement and the Joint Proxy Statement/Prospectus carefully when
 they are available.  The Registration Statement and the Joint Proxy
 Statement/Prospectus will contain important information about Ariel, MAYAN,
 the Merger, the persons soliciting proxies relating to the Merger, their
 interest in the Merger, and related matters.  Investors and security holders
 will be able to obtain free copies of these documents through the website
 maintained by the U.S. Securities and Exchange Commission at  Free copies of the joint Proxy Statement/Prospectus and
 these other documents may also be obtained from Ariel by directing a request
 through the Investors Relations portion of Ariel's website at or by mail to Ariel Corporation, 2540 Route 130,
 Suite 128, Cranbury, NJ 08512, attention: Investor Relations, telephone:
 (609) 860-2900.
     In addition to the Registration Statement and the Joint Proxy
 Statement/Prospectus, Ariel files annual, quarterly and special reports, proxy
 statement and other information with the Securities and Exchange Commission.
 You may read and copy any reports, statements or other information filed by
 Ariel at the SEC public reference rooms at 450 Fifth Street, N.W., Washington,
 D.C. 20549 or at any of the Commissions' other public reference rooms in New
 York, New York and Chicago, Illinois.  Please call the Commission at
 1-800-SEC-0330 for further information on the public reference rooms.  Ariel's
 filings with the Commission are also available to the public from commercial
 document-retrieval services and at the Web site maintained by the commission
     Ariel, its directors, executive officers and certain other members of
 management and employees may be soliciting proxies from Ariel stockholders in
 favor of the issuance of Ariel common stock in the merger.

SOURCE Ariel Corporation