Vertical Completes Acquisition of Comdial Assets

CAMBRIDGE, Mass. (September 28, 2005) -- Vertical Communications (ASFT.OB), a leading provider of next-generation, IP-based phone systems and applications that help businesses better serve their customers, announced that it successfully completed its acquisition of substantially all of the assets of Comdial Corporation. The terms of the deal as approved by the United States Bankruptcy Court for the District of Delaware, required Vertical to provide consideration to creditors and assume liabilities of approximately $20 million. Vertical financed the acquisition through a combination of up to $9 million in lender financing and the proceeds from an approximate $12.9 million private issuance of the company's common stock, both completed simultaneously with the Comdial acquisition.

“We’re delighted to have completed the Comdial acquisition, and look forward to welcoming the Comdial employees and dealers to the Vertical team,” said Bill Tauscher, Chairman and CEO of Vertical Communications. “With the addition of the Comdial products, channel and talent, Vertical is even better positioned to accelerate our vision of helping customers transform phone systems and voice applications from expense items to business intelligence weapons that help organizations deliver exceptional customer service, dramatically reduce communications costs and significantly improve the operational efficiency of their businesses.”

The combination of Vertical and Comdial has created a significant player in the phone systems and voice applications marketplace, with the momentum to make a greater impact on the IP telephony space. The combined company has shipped more than 400,000 traditional and IP-PBX phone systems, and now features more than 270 employees in five principal locations in the United States and EMEA, and an active channel of more than 1,100 value-added resellers, distributors and systems integrators worldwide.

On or before October 4, 2005, the company will be filing a form 8-K disclosing more details on the terms and conditions of the acquisition.

About Vertical
Vertical Communications, Inc. is a leading provider of next-generation IP-based voice and data communications systems for business. Vertical combines voice and data technologies with business process understanding to deliver integrated IP-PBX and application solutions that enhance customer service and business productivity. Vertical's customers are leading companies of all sizes – from small to large and distributed – and include CVS/pharmacy, Household International and Apria Healthcare. Vertical is headquartered in Cambridge, Mass. and delivers its solutions through a worldwide network of systems integrators, resellers and distributors. For more information, please visit the company's Website at www.vertical.com.

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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995.
This press release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to important facts and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements in this release address a variety of subjects, including, without limitation, statements about the benefits the Company expects to achieve upon the acquisition of the assets of Comdial, including, without limitation, the benefits that the acquisition will have on the Company's dealers and customers; the Company's assumptions about the future performance of the Comdial assets; the Company's ability to achieve certain synergies and economies of scale upon the completion of the acquisition; the Company's ability to become a significant player within the IP-PBX telephony market; the Company's ability to meet the future obligations that it will incur after the closing of the acquisition, and others. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that the Company may fail to achieve the anticipated benefits from the acquisition, including, without limitation, failing to obtain the desired benefits for the Company's dealers and customers; the risk that the Company's assumptions about the future performance of the Comdial assets may prove to be incorrect; the risk that the Company may be unable to achieve the desired synergies and economies of scale upon the completion of the acquisition; the risk that the Company may be unable to become a significant player within the IP-PBX telephony market; the risk that the Company may be unable to meet its future obligations upon the closing of the acquisition; and other risks and assumptions detailed in the Company's filings with the Securities and Exchange Commission.

Trademark Information
Vertical Communications and the Vertical Communications logo and combinations thereof are trademarks of Vertical Communications, Inc. Artisoft, TeleVantage, InstantOffice and Vertical Networks are registered trademarks of Artisoft, Inc. All other brand and product names are used for identification only and are the property of their respective holders.

Press Contact:
Mara Bartucca
Emerge Public Relations
mbartucca@emergepr.com
781-383-9055 or 781-771-6911

Financial Contact:
Duncan Perry
CFO
Vertical Communications
dperry@vertical.com
617-354-0600 x201