Sterling Commerce to Acquire XcelleNet

Electronic commerce solutions provider Sterling Commerce Inc.
said today it will acquire remote computing software company XcelleNet Inc. for $200 million.

Under terms of the agreement, XcelleNet shareholders will receive
$8.80 in cash and 0.2885 of a share of Sterling Commerce common stock for
each share of XcelleNet common stock owned.

Calculated by recent closing prices of Sterling Commerce common stock, XcelleNet’s shareholders will receive cash and Sterling Commerce common stock worth approximately $22 per share of XcelleNet common stock.

Subject to shareholder approval, the agreement is expected to be finalized
in the third quarter of this year.

Atlanta, GA-based XcelleNet is known for its RemoteWare systems
administration products for PC management. The remote systems tools focus on areas of diagnostics and recovery, event and alarm management, content and applications management, software distribution, and asset and configuration management.

“From our very beginning, we focused on key market segments such as remote
retail sites and sales force automation where our solutions were particularly relevant,” said Dennis Crumpler, co-founder, chairman, and CEO of XcelleNet. “The opportunity to join Sterling Commerce with its global presence and financial strength accelerates our entry into the very large and rapidly growing untapped EC market.”

Twenty year-old Sterling Commerce of Dallas, TX provides business-to-business electronic commerce software and value-added services. The company’s 1997 revenues were estimated at around $350 million.

As reported on last month, the company just unveiled its new financial institutional software products, VECTOR:Desktop and VECTOR:Storage.

“With this acquisition, Sterling Commerce will become the first and only
business-to-business electronic commerce company to extend the deployment of EC applications to remote computing platforms,” said Warner Blow, president and CEO of Sterling Commerce.

“We will now be able to support and link new classes of business-to-business applications that previously were just too difficult to deploy and manage in remote, occasionally connected environments. The ability to manage remote computing solutions that XcelleNet delivers with its RemoteWare technology is key to our strategy of enabling any business, regardless of size or computing environment, to conduct electronic commerce on a global basis in a reliable, scalable, and secure manner.”

Under the acquisition, Sterling Commerce said XcelleNet will become a new division within its Communications Software Group. XcelleNet president Corey Smith will serve as president of the new division.

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