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The Board of Micro Focus International plc (“Micro Focus” or “the Group”) is pleased to announce it has reached agreement on a recommended cash offer (the “Offer”) of US$7.20 per share for the entire issued and to be issued share capital of NetManage, Inc. (“NetManage”), the NASDAQ-listed software provider of technologies to transform core applications into new Web-based business solutions, and has entered into a merger agreement with NetManage which contains certain assurances in relation to the implementation of the Merger.

The price represents a premium of approximately 73% per share based on the closing price of US$4.15 per NetManage share at the close of business on 30 April 2008, which is the last day of trading prior to this announcement. The Offer values the existing issued share capital of NetManage at approximately US$73.3 million including the value of all outstanding options. The transaction is conditional upon NetManage’s minimum cash balance, immediately prior to closing, being at least $25 million.

The Board of Micro Focus believes that combining the businesses of Micro Focus and NetManage will further strengthen Micro Focus’s position as a leading player in the fast growing, highly fragmented Application Modernization market.

The Board of Micro Focus believes that the acquisition will be earnings enhancing in the year ended 30 April 2009 (before amortization of intangible assets and one-off integration and restructuring costs) .

The Directors of NetManage have unanimously approved the terms of the Offer. The Offer is subject to approval by NetManage’s shareholders and customary closing conditions and is expected to close in June 2008.

Following the acquisition, Micro Focus plans to increase the margins of the NetManage business over time to a level consistent with Micro Focus’s existing business. The consequent restructuring charge is expected to be approximately US$10.0 million in the financial year to 30 April 2009.

Technorati tags: Micro Focus | NetManage | Web-based business solutions | acquisition |

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Recommended Cash Offer by Micro Focus International plc (LSE: MCRO.L) for NetManage, Inc. (NASDAQ:NETM)