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.

"Combining the considerable potential of these two companies is not only logical, it is powerful and exciting for our customer bases," Allen Systems Group CEO Arthur Allen said. "Viasoft has a terrific suite of enterprise software products which, when combined with Allen Systems Group's complement of products and services, will let us add significant value to our collective installed base, as well as with prospective customers.”

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