Fluke Enters into Agreement  to Acquire Visual Networks, Inc.

Visual Networks Inc. announced today that it has entered into a definitive agreement to be acquired by Fluke Electronics Corp., a subsidiary of Danaher Corp., for $1.83 per share. Visual Networks will be included in the Fluke Networks business. The closing of the transactions expected to take place in the first quarter of 2006, and is subject to Visual Networks' shareholder approval, regulatory approvals and other customary conditions.

Visual Networks, headquartered in Rockville, MD, provides network and application performance management solutions. The company's products allow companies to manage the delivery and performance of key applications such as Voice over IP (VoIP) across their infrastructure. Visual Networks' revenues in 2004 were $52 million.