Visual Networks, Inc. (NASDAQ: VNWK) announced today that it has entered into a definitive agreement to be acquired by Fluke Electronics Corporation, a subsidiary of Danaher Corporation, for $1.83 per share. Visual Networks will be included in the Fluke Networks business. The closing of the transaction is subject to Visual Networks shareholder approval, regulatory approvals and other customary conditions and is expected to occur during the first quarter 2006.

Visual Networks, headquartered in Rockville, Maryland, United States, is a leading provider of network and application performance management solutions. The company’s technologies enable enterprises to reliably and securely manage the delivery and performance of key applications such as Voice over IP (VoIP) across their infrastructures. The company had revenues of $52 million in 2004.

“We are looking forward to becoming an important part of an already successful organization that is clearly focused on our enterprise management market,” said Lawrence S. Barker, Chairman, President and Chief Executive Officer of Visual Networks. “We see tremendous opportunity to meld our managed services capabilities with Fluke Networks’ successful Enterprise Division.”