Onyx Software Corp., a worldwide leader in successful CRM, announced an unsolicited proposal to acquire Pivotal Corporation by way of a business combination in a stock for stock transaction valued at approximately $2.25 per Pivotal common share. Under the terms of the proposal which was submitted by letter to the Pivotal Board of Directors this morning and is included with this press release, the companies will be combined on the basis of 0.475 shares of Onyx Software common stock for each common share of Pivotal Corporation, or approximately 12.5 million shares of Onyx. The approximate price per Pivotal share of $2.25 is based on the $4.73 closing price of Onyx common stock on November 11, 2003.

On October 8, 2003 Pivotal announced that it had entered into a definitive agreement to be acquired by Talisma Corporation in a cash transaction financed by Oak Investment Partners valued at $1.78 per share. The Talisma transaction is still pending and is scheduled for a shareholder vote on November 18, 2003. The Onyx proposal represents a 26 percent premium over the Talisma offer. The Onyx proposal is structured to provide potential tax deferral benefits to investors compared to the existing offer. Onyx has not at this time commenced an exchange offer for Pivotal shares.

"We believe that Onyx is best positioned to deliver value from the Pivotal franchise and that the proposed combination will increase our leadership in mid-market CRM and accelerate our profitable growth. If we are correct, this value will directly benefit Pivotal's shareholders and provide upside above and beyond the existing cash offer from Talisma," said Brent Frei, Onyx Software CEO. Onyx has already achieved Leader placement in Gartner's Magic Quadrant report on CRM Suites for North America Midsize Businesses (MSB) and was recently named the #1 mid-market CRM vendor by CRM Magazine.

"Onyx and Pivotal both understand customers' desire for much more than the limited functionality of low-end solutions and their fear of costly-to- implement, humungous software. We share a legacy of development on the Microsoft platform. We both sell broadly to a variety of industries, yet we also each have dedicated efforts focused on specific verticals," Frei said.

"Beyond these commonalities, the combined entity will have a more comprehensive geographic presence and complementary selling efforts," said Brian Henry, Onyx Software Executive Vice President and CFO. "Onyx tends to sell to the mid-market and above, while Pivotal tends to sell to the mid- market and below." Upon closing, Onyx Software would be the second largest pure-play CRM vendor with more than 2600 customers and an annual revenue run rate of more than $110 million. Onyx expects that the synergies of the two companies will make the proposed transaction significantly accretive to shareholders, excluding transaction and restructuring costs, which include a $1,500,000 breakup fee associated with the pending Talisma transaction. Onyx anticipates the accretive benefits could potentially begin as early as the first or second full fiscal quarter after completion of the transaction.

"Onyx is recognized for our ability to develop and nurture strong relationships with brand-name organizations, resulting in successful CRM deployments that lead to additional license and services business," Frei said. "If we are successful in completing this transaction we intend to apply this proven customer engagement model to help Pivotal's customers further experience CRM success while driving additional revenue. Additionally, the Pivotal partner channel represents an opportunity for our highly-successful Embedded CRM offering."

"Onyx has a strong operational model that has generated cash from operations, delivered non-GAAP profitability and achieved sequential license revenue growth in recent quarters. We believe that Pivotal's board of directors will see that the proposed business combination is a great fit for Pivotal's shareholders, customers and employees."

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