Harmonic has entered into a definitive agreement to acquire Rhozet Corporation. Rhozet offers software-based universal transcoding solutions that facilitate the creation of multi-format video for Internet, mobile and broadcast applications. The addition of Rhozet’s software transcoding technology is expected to enable Harmonic’s existing broadcast, cable, satellite, and telco customers to seamlessly create and deliver high quality Internet and mobile video programming. It is also expected to expand Harmonic’s presence into the online video service provisioning market, where Rhozet’s transcoding solutions are today in use by leading Web video content providers including Amazon.com, MSN and Yahoo!.

The $15.5 million dollar purchase price is comprised of cash and the value of approximately 1.1 million shares of Harmonic stock, as set forth in the definitive agreement. The acquisition is subject to customary closing conditions and is anticipated to close by the end of July 2007. Excluding charges for the amortization of intangibles, the transaction is expected to be neutral to Harmonic’s earnings per share for the second half of 2007.

“Viewers are increasingly turning to the Internet and mobile devices to watch an ever-expanding range of video content,” said Patrick Harshman, President and CEO of Harmonic Inc. “Today’s video programming includes everything from television shows and movies created for traditional broadcast and on-demand distribution, to webisodes and user-generated content specifically developed for online and mobile distribution. Rhozet’s software transcoding technology is a natural extension to Harmonic’s market-leading IP-enabled compression and on-demand solutions, and we believe that our combined solutions will make it possible for service providers to deliver superior quality video to virtually any device.”

The Rhozet product line includes Carbon Coder, a stand-alone software transcoding application, and Carbon Server™, an enterprise-level distributed transcoding management application. This highly scalable solution is designed to allow users to start with a single system that can be expanded to a large transcoding server farm, and includes features such as load balancing and failover protection for maximum reliability.

“Rhozet has been focused on developing a robust and powerful transcoding engine for the creation of high quality video for the Internet, mobile and broadcast markets,” said David Trescot, CEO of Rhozet Corporation. “Harmonic brings unique experience, strength and innovation in the broadcast, cable, satellite, and telco markets. The combination of Rhozet’s transcoding software and Harmonic’s on-demand and stream processing products will further streamline the creation and intelligent distribution of video for any device.”

Rhozet’s solutions have been deployed by more than 100 customers including Amazon.com, Ascent Media, BT, CBS, Channel 10 Israel, Detroit Public Television, Entertainment Television, ESPN, MSN, MTV Networks, News Broadcasting Japan, ProSieiben.Sat1, Sony, Technicolor, Telekom Austria, The FeedRoom, thePlatform, The Weather Channel, TVAzteca, and Yahoo!.