Proposed Acquisition from Adaptive Broadband Corp

Vislink PLC
27 June 2000


Vislink  plc  announces  the  proposed  acquisition  of  the Microwave Radio
Communications ('MRC') business of  Adaptive Broadband  Corporation ('ADAP')
and placing of  7.7  million new Ordinary Shares.

The  board of Vislink plc ('Vislink') is pleased to announce today  the
proposed  acquisition of  the  MRC  business  of Adaptive Broadband
Corporation for a consideration of up  to US$20.75 million.

Vislink  is focused on its high growth technology businesses comprising  its
broadcast and telecommunications  and  video technology divisions.

Highlights of the acquisition of MRC are:
 

- MRC  is  the  major  supplier of  broadcast  microwave
  terrestrial  links in the United States with an  estimated market share in
  excess of 50%, with annual sales of US$34.8 million to 30 June 1999.
  
- Growth  opportunities in the United  States  from  the
  mandatory  requirement for all TV stations to  convert  to digital TV within
  the next three years.
     
- Opportunity  for  Vislink to  build  a  broader  based
  broadcast    and   telecommunications       business    by incorporating the
  full range of Vislink broadcast products that are suited to the United
  States market.
  
- Benefits  from  the combined research and  development
  resources  of  MRC and Vislink will enable  the  group  to broaden its
  product offerings.

Funding of the acquisition:

- Placing  of 7,758,621 new ordinary shares at 58  pence
  per share raising £4.5 million.

- Balance by way of medium term bank facilities.


Commenting  on  the  Acquisition, Bob  Morton,  Chairman  of Vislink, said:

'The  acquisition of MRC is a further step in  allowing  the Group  to  
create a global microwave broadcast and satellite communications  business. 
The business  of  MRC  fits  well within the Vislink broadcast and
telecommunications division and  the acquisition of MRC, which has a  strong
brand  name in   the   United  States  and  Canada,  will  provide   the
opportunity  for  Vislink to break into the  North  American market.
Following the acquisition the Group should be  able to  strengthen its
international position for  both  digital and     analogue  broadcast  
quality television  transmission equipment  and address the growth in digital
systems  around the world.'



For further information on Tuesday 27 June 2000,
please contact:

Ian Scott-Gall
020 7353 1500
Chief Executive, Vislink plc

Andrew Edwards
020 7597 5970 Director, Investec
Henderson Crosthwaite Corporate
Finance

Andrew Sharkey / Emmanuel Kenning
020 7353 1500
Luther Pendragon


Vislink plc
27 June 2000



Proposed acquisition of the Microwave Radio Communications
('MRC') business of Adaptive Broadband Corporation ('ADAP') and
placing of 7.7 million new Ordinary Shares

Introduction

Vislink plc ('Vislink' or the 'Company') announces today the
proposed  acquisition of MRC for a consideration  of  up  to US$20.75
million (equivalent to approximately £13.8 million)
(the  'Acquisition'). MRC is based in the United States  of America
and  is  involved  in the design, manufacture  and marketing of
digital and analogue microwave radios.

The  Company also announces today a placing of new  ordinary shares to
raise approximately £4.5 million (before expenses) (the 'Placing') to
finance part of the consideration for the Acquisition.  The  remainder
of the consideration  for  the Acquisition  will be financed from
bank facilities  arranged for the purpose (the 'Facility').

In  view of its size, the Acquisition is conditional,  inter
alia,   on   the   approval of shareholders   of   Vislink
('Shareholders').  The  Placing is also conditional,  inter alia,  on
Shareholder approval. An Extraordinary  General Meeting will
be convened to seek such approvals.

The  acquisition  of MRC is a further step in allowing  the Group
to  create a global microwave broadcast and satellite
communications business.  Following the  Acquisition,  the Group
proposes  to  continue to develop the broadcast  and
telecommunications division organically through both  market
growth and new product development.

Further  information  regarding  the Acquisition  and the Placing  can  be 
found  in  a  circular  to be posted  to Shareholders later this week.

The business of MRC

MRC  designs, manufactures and markets digital and  analogue microwave  
radios for Studio-toTransmitter Links ('STLs'), portable outside broadcast
applications and electronic  news gathering  ('ENG')  applications
and  has operated  as  a division of ADAP since 1992.

MRC  provides  products and services principally  into  two markets.
Firstly, MRC supplies the market for analogue  and digital point-to-point
microwave systems  for transporting video signals for television
broadcast operations, including ENG applications,    international
outside broadcast operations,  inter- city relays, satellite  back-hauls,
STLs and regional networks. MRC has been operating in this market for
over 35 years. This market currently accounts  for  the majority  of
MRC's  sales both in  the  United States  and internationally.
Secondly, since 1993 MRC has supplied  the market  for  analogue
and digital point-to-point microwave systems for transporting
tactical communications traffic for the   military   in   battlefield
and   remote operations environments.

In  the opinion of the Directors, MRC has the leading market share  in
the broadcast microwave terrestrial links business in  the  United
States, estimated to be in excess of 50  per cent. A growth opportunity
is anticipated in the next two to three   years   based   on   the
United   States   Federal Communications Commission's mandated
requirement for studios to convert to digital television by May 2003
for up to 1,600 television stations. This conversion requirement  creates  a
significant near-term opportunity for suppliers  of  digital STLs. MRC  is
well  positioned to take advantage of this opportunity,  having
introduced  a  range of  dual-carrier (analogue  and digital) microwave
systems for digital  STLs. Proposed digital conversions elsewhere in the
world provide future opportunities.

MRC  operates in the point-to-point microwave market  which, for  systems
operating above 1.5 mega bytes per second,  is estimated by the
Directors to be worth approximately US$2.2 billion per annum overall.
Within that market, MRC currently addresses  the  broadcast segment
of  the  microwave  links sector   of the  nonpublic  microwave  networks
market, estimated by the Directors to be worth approximately
US$400 to  US$600 million per annum with a recent compound  average growth
rate of 15 per cent.

For  the  financial  year  ended 30  June  1999 MRC  earned operating  
profits  of  US$0.8 million  (1998  --  operating losses of US$5.1
million) on sales of US$34.8 million  (1998 - US$33.2 million). The 1998
operating losses include stock write-offs of US$5.3 million. As
at 30 June 1999 MRC had net operating  assets of US$25.4  million  
including   US$17.6 million of net inter-group debtors which will be
retained by ADAP  (1998 -- US$24.6 million including US$16.1 million  of 
net inter-group debtors).

Terms of the Acquisition

The  Company,  through  its  United  States subsidiary,  RF Technology Inc.
('RFT'), has conditionally agreed to acquire MRC for a consideration  of  
up  to  US$20.75   million (equivalent  to  approximately  £13.8  million).
US$19.251 million (equivalent to approximately £12.8 million)  of  the
consideration is to be satisfied in cash on Completion.  The balance of the
consideration will be an amount equal to any positive  difference between 
the value of the net assets  of MRC  on Completion (as derived from a balance
sheet prepared as at the date of Completion and audited by
PricewaterhouseCoopers) and the value of the net assets of MRC on 30 April
2000 (as shown in an unaudited balance sheet of  MRC  as  at that date
prepared by ADAP) up to a  maximum consideration of US$20.75 million
and will be paid  in  cash following  the  determination of
the  net  asset  value  at Completion.  If  the net asset
value at Completion  is  less than the net asset value on 30 April
2000, ADAP will repay to RFT an amount equal to the difference.

The  Acquisition Agreement is conditional, inter  alia,  on
Shareholder  approval, the Company obtaining  the  necessary finance
to complete the Acquisition (such finance  to  be provided  partly by
the Placing and partly by theFacility) and  any  applicable
waiting period under the United States Hart-Scott-Rodino  Antitrust
Improvements  Act  of 1976 in respect of the Acquisition
having expired  or  been terminated.  The Acquisition Agreement
contains warranties and  indemnities  by ADAP in favour of RFT in respect  
of, inter alia, the financial and trading position of MRC.

Reasons for and benefits of the Acquisition

Vislink's  broadcast  and telecommunications division  has strong
representation  in  the United  Kingdom  and in international markets 
which have followed the European  and United Kingdom broadcast video
technology. The United States market  and  the markets  of  those  countries 
which have followed  the  United States standards have proved  to  have
significant  barriers  to entry, due in  particular  to  the market
strength of MRC.

The  business of MRC fits well within the Vislink  broadcast and
telecommunications division and the acquisition of MRC, which  has a
strong brand name in the  United States  and Canada,  will provide
the opportunity for Vislink  to break into  the North American
market, in which Vislink's  current sales in the broadcast and
telecommunications division are less than  US$2.5  million. As there  is
little  competing product  overlap between Vislink and MRC,  the
Acquisition should   also enable Vislink  to  build  a  broader-based
broadcast  and  telecommunications business by incorporating the  full
range of Vislink products that are suited  to  the United
States'  market.  Furthermore,  MRC has  a strong presence in Korea
where Vislink has only a limited presence.

It  is proposed that technology already available within the Group
will be supplied to MRC and used to develop the market for  the Group
in  the  United States.  In addition, the combined research and
development resources of MRC  and the Group   will  enable  the Group
to  broaden  its   product offerings.

It is also proposed that, as the market for combined ENG and satellite news
gathering grows, the Group's mobile satellite communications
products will be channelled through MRC.

Funding of the Acquisition

The Acquisition will be funded partly by the recently agreed Facility of 
up to £14 million (of which £3.6 million relates to  existing
loans)  (the 'Facility Agreement'),  which  is repayable  by  quarterly
instalments over seven years,  and partly by the proceeds of the
Placing.

The  Placing comprises 7,758,621 new Ordinary Shares  to  be issued  at  
58p per share. Investec Bank has agreed  to  use reasonable endeavours to 
procure  placees  for  the new Ordinary Shares. The Placing has been fully
underwritten  by Investec Bank (UK) Limited.

In order to implement the Placing, Shareholder approval will be  sought
to disapply Shareholders' statutory pre-emption rights.

The Placing is conditional, inter alia, upon the passing  of the
resolutions to be proposed at the Extraordinary General meeting, the
Facility Agreement becoming unconditional,  the Acquisition
Agreement becoming unconditional and admission of  the new Ordinary
Shares to trading of the Main Market of the London Stock Exchange
('Admission').

It  is  expected that Admission will take place and dealings in the new
Ordinary Shares will commence on or about 28 July 2000. The new Ordinary
Shares will rank pari passu with the existing issued Ordinary Shares.
Applications will  be  made for  the new Ordinary Shares to be admitted
to the Official Lists  of  the Irish  Stock Exchange  and  the  UK
Listing Authority, and to be admitted to trading on the Main
Market of the London Stock Exchange.

The   Board   believes  that  there would  be significant advantages  to
the Group's holding company being an English rather than an Irish
company, especially in view of the fact that the  business of the Group
is managed from the United Kingdom. Accordingly, it is the intention of
the Board,  in due  course,  to take the necessary steps,  subject,
inter alia, to  Shareholder and court approval,  to  effect this
change.