Naples, Fla., April 27, 2000 - Allen Systems Group, Inc. and Viasoft, Inc. announced that they 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 percent 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.

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