The COBOL Center

ROCKVILLE, Md. June 17, 1998 Micro Focus Group Plc ("Micro Focus") (London Stock Exchange: MICF; NASDAQ: MIFGY), a global leader in providing solutions for developing enterprise applications, and INTERSOLV, Inc. ("INTERSOLV") (NASDAQ: ISLI), a leading provider of applications enablement technology and services, today announced a definitive agreement under which Micro Focus will acquire INTERSOLV. The combination will create a major new enterprise software solutions vendor that addresses the growing need of major corporations to accelerate the development, delivery and integration of applications in today’s distributed computing environment.

The combined company will be a new industry power with combined revenues for the trailing four quarters exceeding $375 million, an employee base of more than 1,900, sales and distribution capability in over 40 countries and a strong balance sheet with over $125 million in cash.

"This acquisition will create a new powerhouse that delivers comprehensive enterprise application solutions to its customers," said Martin Waters, President and CEO of Micro Focus. "With the new millennium fast approaching and the drive toward globalization of IT through the Internet, our customers want a strategic partner that can help them to make effective use of new information technologies while leveraging their existing investment. We believe that the combination of Micro Focus and INTERSOLV will enable us to bring the technology and solutions needed to meet this demand."

From desktop to data center, the combined company will provide the elements that are essential to the successful development of the next generation of enterprise applications. To meet the challenge of speeding information systems delivery, these applications will be component-based, multi-platform, and implemented in open languages such as Java and COBOL. This will avoid the pitfalls of proprietary approaches and preserve the customer’s ability to reuse existing applications as well. The combination of Micro Focus and INTERSOLV is expected to enable the company to:

• Build on the market leadership of the two companies in the key areas of Application Development Environments, Automated Software Quality, Data Connectivity Solutions, and Application Transformation Solutions;
• Combine a unique mix of leading-edge Internet, client/server and legacy technology expertise;
• Build critical mass in services capability; and
• Strengthen the sales organization and expand channel coverage.

"INTERSOLV’s mission has long been to accelerate the delivery of information systems," said Gary Greenfield, President and CEO of INTERSOLV. "Micro Focus shares that mission. Together we intend to leverage our talent, resources and solutions to accelerate our customers’ success. With the combined distribution power of our extensive channels around the world, we expect to be able to attract and serve more customers than ever before."

INTERSOLV and Micro Focus have complementary marketing and distribution capabilities, which, when combined, will include extensive field sales, telesales, and channel operations worldwide. The combined company will have over 500 industry technology and marketing partnerships.

Under the terms of the agreement, J. Michael Gullard, Chairman of Micro Focus, and Martin Waters, CEO of Micro Focus, will continue in those positions in the combined company. The management team of the combined company will be created from a combination of the executives from Micro Focus and INTERSOLV. "The INTERSOLV management team brings a great deal of experience," commented Mr. Waters. "Their addition to the Micro Focus team will significantly enhance our ability to pursue our aggressive growth plans."

The combined company will be headquartered in Mountain View, California. Its ordinary shares will be listed on the London Stock Exchange and its ADSs will be listed on NASDAQ.

About Micro Focus
Micro Focus provides solutions for developing and managing enterprise applications. The company’s solutions focus on leveraging the value of the mainframe application base and skills set into newer distributed computing technologies such as the Internet. The company’s products and services shorten time-to-solution through an analysis and understanding of mainframe applications. Micro Focus solutions include mainframe application development and maintenance solutions, Year 2000 and Euro compliance solutions and distributed computing solutions for UNIX, Microsoft Windows NT® and the World Wide Web.

Micro Focus is located at 701 East Middlefield Road, Mountain View, California 94043. In the U.K., the company is located at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN.

About INTERSOLV
INTERSOLV delivers solutions for the entire application enablement process, empowering rganizations to accelerate the delivery of information systems across client/server, Internet or intranet environments. Customers worldwide rely on INTERSOLV’s automated software quality, data connectivity and enterprise application renewal solutions to help gain a competitive advantage. INTERSOLV focuses on assisting organizations to achieve the agility and flexibility to respond quickly to rapid business and technological change. With revenues for fiscal 1998 exceeding $195 million, INTERSOLV has more than 4.5 million customer licenses at over 35,000 customer sites around the world.

INTERSOLV is located at 9420 Key West Avenue, Rockville, Maryland 20850.

All trademarks are the property of their respective owners.

Website:	www.microfocus.com
Microsoft Telephone:	(650) 938-3700
Intersolv Telephone:	(800) 547-4000
Company:	Micro Focus Group Plc