Esker and Persoft Agree to Merge / Combined Company

Gains Market Share, Profitability, Channel Strength Lyon, France and Madison, Wis. (ots-PRNewswire) - Esker S.A.,a publicly held software company headquartered in Lyon, Francewith U.S. headquarters in Stillwater, OK, today announced that ithas entered into a stock purchase agreement for 100% theoutstanding shares of Persoft Inc., a Madison, Wisconsin-basedhost connectivity software pioneer. Persoft, with 130 employees,achieved $16.8 million in revenue and pre-tax income of $2.7million in 1998. Combined trailing 1998 financials would haveprovided sales of approximately $38 million with Earnings PerShare of $1.08, compared to sales of approximately $21 millionand Earnings Per Share of $.71 for Esker alone. Both companies compete in the PC-to-host and Web-to-hostsoftware market. "Persoft is a mature, well-respected player inthe connectivity software market," states Russ Teubner, presidentof Esker. "It was a pioneer in the terminal emulation productcategory, launching its first product nearly 17 years ago. Thebrand equity and indirect sales channel it has created in theAmericas is very similar to what Esker has created in Europe.Esker's strategy is to be a leader in the Web-to-hostconnectivity market within two years. The Persona productenhances Esker's Web-to-host offerings by providing an excellentremote access solution. Persoft's market share, softwaredevelopment capabilities, and well-established channelrelationships will allow Esker to compete more aggressively inthe Web-to-host market and from a position of greater strength.We are looking forward to leveraging the development skills andtechnologies in both companies to deliver a continuing stream ofinnovative connectivity software products." "Persoft and Esker have incredibly responsive, creative staffsthat build innovative connectivity products for loyal customers,"says Tom Wolfe, president of Persoft. "There is strong similaritybetween the cultures of both organizations, creating thefoundation for success as a merged company. The strengths andweaknesses of both organizations balance each other very well.This will be good for Persoft's longstanding, loyal customersbecause Esker is committed to the SmarTerm and Persona brands andcustomer base. In addition, Esker provides our channel partnerswith new opportunities through their fax server product line. I'mpleased that our employees, customers and channel partners willbe part of this new organization we've created that isfinancially strong and well equipped to be an aggressive, globalcompetitor." "The explosion in e-commerce is changing the shape of the Web-to-host market," says Richard Villars, Vice President of NetworkSoftware research at International Data Corporation. "Companiesneed solutions that deliver corporate information in a customerfriendly format regardless of the underlying system on which itresides. The combination of Persoft, with its strength in hostaccess across multiple platforms, and Esker, with its expertisein web-to-host delivery solutions, will be a important player inthis rapidly evolving marketplace." Under terms of the stock purchase agreement between Esker andPersoft's owners, Persoft shareholders will exchange 100% oftheir shares for a cash payment of $5 million and 658,667 newEsker shares. The Persoft balance sheet will at closing contain$2.5 million of net equity. The transaction will, for Frenchaccounting purposes, be treated as a French-style pooling ofinterests (contribution in kind). Of the 658,667 new shares,208,667 will be held in escrow as a guarantee for certain futurePersoft performance. The escrow agent will receive orders to sellthose shares over a 24-month period. The integration of Esker and Persoft will be minimallydisruptive, with an emphasis on protecting existing customers,channel and distribution partner relationships. There are noimmediate plans to eliminate staff in either organization as aresult of this merger. The Persoft SmarTerm and Persona productsand brands will be maintained, as will Esker's Tun PLUS and EskerPLUS products. Esker's plans for product line integration and newproduct offerings will be driven by customer and channel demand. Completion of this transaction is subject to governmentalfilings and formal approval of Esker shareholders, which isexpected in August of this year. About Persoft For more than 16 years, Persoft has developed products thatprovide efficient access to data and applications on local andremote host systems. The company's products include: -- SmarTerm(R) PC-to-host connectivity software for Windowsin English, French, German, and Spanish that provides high-performance access to business-critical host data andapplications. -- Persona web-to-host connectivity software products thatprovide solutions for efficient access to IBM mainframe, AS/400,Unix, Digital, and Data General host systems with Java thin-client and Windows 16-bit and 32-bit thin-client options. The company is headquartered in Madison, Wisconsin; its mainEuropean headquarters are located in the United Kingdom andGermany. Persoft's web site address is www.persoft.com. Persoftcan be reached at 1-888-65-PERSONA (1-888-657-3776), 608-273-6000, or via e-mail at: sales@persoft.com. About Esker Esker develops and delivers software products that integrateexisting and emerging technologies, allowing enterprises tocreate better connections between people and information. Thecompany's connectivity products include: -- Tun PLUS for terminal emulation, database access andnetworking services for traditional PC and multi-user Windows NTenvironments -- Esker PLUS, a two-tier Web-to-host solution for Intranetenvironments, and Corridor for Active Server, a three-tier HTMLconversion solution for Internet/extranet environments -- Faxgate and Alcom LanFax for Document Distribution The company was founded in 1985 and is traded on the FrenchStock Exchange (Le Nouveau Marche: 3581). Esker's operations spanNorth America, South America, Europe and Asia/Pacific with 190employees and an installed base of over half a million licensedusers worldwide. Corporate Contacts: Jerry Rackley

Terri Hayes Esker

Persoft (USA) (405) 624-8000 X246 (USA) (608) 273-6000 jrackley@esker.com

terri.hayes@persoft.com Media Contact: Stephanie Crase EBS Public Relations, Inc. (USA) (847) 714-8600, ext. 230 stephanie@ebspr.com The statements contained in this release regarding theexpected completion of the merger, the synergistic integration ofthe combined companies, and the leadership position and marketstrength of the combined companies constitute "forward-looking"statements. Such statements involve risks and uncertainties thatcould cause actual results to differ materially from those in theforward-looking statements. Potential risks and uncertaintiesinclude, but are not limited to, such factors as the possibleobjection of regulatory authorities, adverse economic andbusiness conditions in the software industry, reduced demand forthe products of the combined companies, the inability of thecompanies to consummate the merger for whatever reason,difficulties in managing the integration for the two companies,supplier and/or customer disruption caused by the merger, andother risks and uncertainties described in reports and otherdocuments filed by Esker from time to time with regulatoryauthorities. Any of the companies' assumptions could proveinaccurate, and therefore, there can be no representation thatthe forward-looking information will prove to be accurate. All trademarks, service marks, product and company names arethe property of their respective owners. ots Original TextService: Esker S.A. Internet: http://www.newsaktuell.de Contact:Jerry Rackley of Esker S.A., (USA) 405-624-8000 ext. 246, oremail, jrackley@esker.com; or Terri Hayes of Persoft Inc., (USA)608-273-6000, or email, terri.hayes@persoft.com; or Media,Stephanie Crase of EBS Public Relations, Inc., (USA) 847-714-8600, ext. 230, or email, stephanie@ebspr.com, for Esker S.A.Web site: http://www.esker.com

http://www.persoft.com

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