Allen Systems Group to Acquire Viasoft

Allen Systems Group and Viasoft have entered into a definitive agreement for Allen Systems Group to acquire Viasoft through a cash tender offer for $8.40 per share in cash.

Under the terms of the agreement, which was unanimously approved by the Viasoft Board of Directors, Allen Systems Group, through its wholly-owned subsidiary ASG Sub, and Viasoft will commence a joint tender offer to purchase all of the outstanding shares of Viasoft common stock. The offer price represents a premium of approximately 52% over the closing market price of Viasoft's common stock on April 26, 2000, the last trading day before the parties announced the signing of the agreement.

The tender offer, which was expected to commence no later than May 3, 2000 and remain open for twenty business days thereafter, unless extended, will be followed by a merger under which those shares not tendered will be converted into the right to receive the same $8.40 per share in cash. The tender offer is subject to the tender of not less than 51% of Viasoft's outstanding shares and to clearance under the antitrust laws, among other conditions. Following the merger, Viasoft will initially be operated as a wholly-owned subsidiary of Allen Systems Group.

The tender offer will only be made pursuant to definitive tender offer materials that will be distributed to Viasoft's shareholders and filed with the Securities and Exchange Commission.

Allen Systems Group has entered into a definitive credit agreement with LaSalle Bank and KeyBank to provide the necessary debt financing for a portion of the proposed acquisition.

The Viasoft Board's approval of the transaction was based on a number of factors, including the opinion of Viasoft's independent financial advisor, Broadview International LLC, that the consideration being offered is fair from a financial point of view to Viasoft's shareholders. The full text of the Broadview opinion will be included in the offer to purchase.

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