INTERSOLV Acquires TechGnosis International

INTERSOLV Acquires TechGnosis International Acquisition Broadens Data Warehousing Solution and Expands Market Presence in Asia/Pacific ROCKVILLE, Maryland - October 23, 1995 - INTERSOLV (NASDAQ: ISLI), the open client/server solutions company, today announced the acquisition of TechGnosis International, Inc. Headquartered in Brussels, Belgium, TechGnosis is a leading provider of cross-platform data access technology for client/server environments. In addition to strengthening INTERSOLV's market presence in Asia/Pacific, the acquisition also broadens the company's virtual data warehousing solution by combining its award-winning DataDirect series with TechGnosis' SequeLink, the foremost server-based data delivery technology. INTERSOLV's Virtual Data Warehouse empowers managers to access valuable corporate data quickly, in logical business terms with fewer resources. At the core of the virtual data warehouse are four strategic enabling technologies - DataDirect Explorer, DataDirect SmartData, DataDirect ODBC and now DataDirect SequeLink. These products combine an open architecture with sophisticated data access and presentation technology, empowering business users to rapidly and easily access, analyze and manipulate information across the enterprise. "TechGnosis' data access technology, SequeLink, will further strengthen INTERSOLV's Virtual Data Warehouse by providing truly open and flexible server connectivity to multivendor client/server databases, unlocking access to critical data" said Gary Greenfield, INTERSOLV president and chief operating officer. "With our combined data warehousing solution, users are empowered to access strategic business information quickly, in real business terms regardless of data source, network or operating system." Under the terms of the merger agreement, INTERSOLV acquired TechGnosis for approximately 3.4 million shares of INTERSOLV common stock and $7.5 million in cash. The transaction, valued at approximately $80 million, is expected to be accounted for using the pooling method. In the quarter ending October 31, 1995, INTERSOLV expects to incur one-time non-recurring charges of $12 million to $15 million related to the acquisition. In accordance with the pooling method, INTERSOLV will be restating its historical financial statement to include TechGnosis' financial results. "With INTERSOLV's worldwide presence, its particular strength in North America, and TechGnosis' leadership in the Asia/Pacific market, we are well-positioned to create a dominant global, client/server market presence," said Marc Van Rompaey, TechGnosis president and CEO. "Together with INTERSOLV, we will gain instant access to worldwide markets and a highly successful multi-tiered sales, service and distribution model." "Given INTERSOLV's strategic moves into data warehousing, the TechGnosis acquisition will further strengthen INTERSOLV's ability to compete in the high-end data warehousing market," said Judith Hurwitz, president of Hurwitz Consulting Group. TechGnosis International, Inc. Privately-held TechGnosis International, Inc. develops, markets and supports market-leading, server-based data access solutions for heterogeneous environments. With more than 4,000 customers worldwide using its SequeLink to deliver the full spectrum of corporate data to the desktop, TechGnosis has installed 30,000 data servers with over 250,000 users. Founded in 1987, TechGnosis has approximately 150 employees. In calendar 1994, TechGnosis reported revenue of $13.8 million, which represents 45% growth over the prior year, with breakeven earnings. TechGnosis' SequeLink will be integrated into the award-wining DataDirect product series as DataDirect SequeLink. SequeLink provides seamless access to enterprise data regardless of database, operating system or network. Optimized for database access, SequeLink provides a single connection to relational and legacy data sources from any client regardless of network or platform. SequeLink offers the freedom and flexibility of accessing multiple databases running simultaneously and creates a powerful architecture for data warehousing with all popular client/server applications. The TechGnosis World Wide Web site can be accessed at http://www.techgnosis.com/techgnosis/. INTERSOLV's Virtual Data Warehouse INTERSOLV's unique approach refocuses data warehousing on its original goal - to provide business users real-time access to critical information to facilitate more effective decision making. The INTERSOLV Virtual Data Warehouse circumvents roadblocks associated with traditional data warehousing by rapidly unlocking valuable enterprise information. Based on a demand-driven model, the Virtual Data Warehouse provides a complementary solution to the physical data warehouse. Its unique architecture enables access to information today - from any existing data sources _ all without an extensive physical infrastructure. A strategic component of the Virtual Data Warehouse is SmartData - a unique, open technology for rapidly accessing and presenting information in logical business terms. The addition of SequeLink strengthens the Virtual Data Warehouse by providing a server-based deployment option for INTERSOLV's customers. Corporate Profile INTERSOLV is a leading provider of open client/server software solutions. INTERSOLV solutions are available for object-oriented development, enterprise client/server development, software configuration management and data warehousing. Customers benefit from the INTERSOLV solutions' best-in-class functionality, full solution orientation and cross-platform coverage. With today's announcement, INTERSOLV's annual revenues exceed $130 million with more than 400,000 product licenses at 20,000+ customer sites around the world. The INTERSOLV World Wide Web site can be accessed at http://www.intersolv.com. --------------------------------------------------------------------- Michiel Carpentier | Tel: +32-15-30 77 00 TechGnosis International | Fax: +32-15-32 12 60 A. Stocletlaan 87 | ------------------------------------------ B-2570 Duffel | mcarpentier@techgnosis.com BELGIUM | http://www.techgnosis.com/techgnosis/ --------------------------------------------------------------------- ----- SequeLink, the freedom of choice Client/Server MiddleWare ----- ---------------------------------------------------------------------