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Rocket Software Inc. and Seagull Holding N.V. Sign Definitive Merger Protocol Agreement

Rocket Software Inc. and Seagull Holding N.V. Sign Definitive Merger Protocol Agreement

AMSTERDAM, Netherlands, ATLANTA, and NEWTON, Mass., Feb. 9 /PRNewswire/ -- Rocket Software and Seagull Software today announce that, with the approval of the Seagull Holding N.V. Supervisory Board, they have executed a binding Merger Protocol under which Rocket Software, or one of its wholly owned subsidiaries, agrees to make a public offer to acquire 100% of the shares of Seagull Holding N.V. in an all-cash transaction at a price of 4.33 euro per share (the "Offer").

The Supervisory Board of Seagull Holding N.V., after giving due consideration to the business and financial aspects of the proposed transaction, unanimously resolved to support the Offer, concluded that the Offer is in the best interests of the shareholders and other stakeholders of Seagull Holding N.V., and recommends that shareholders accept the Offer.

The offer price of 4.33 euro represents a 94% premium over the Seagull Holding N.V. closing price of 2.23 euro on 4 December 2006, the last trading day prior to the first announcement of Rocket Software's intention to make an offer.

The Offer will be made by publishing an offer memorandum setting out the terms and conditions of the Offer. The parties expect that Rocket Software will make the Offer in the course of March 2007. Further details on the Offer will be announced simultaneously with publication of the offer memorandum.

The launch of the Offer is subject to customary commencement conditions including but not limited to Seagull Software's Management Board and Supervisory Board continuing to recommend the Offer, the absence of a material adverse effect prior to the closing of the transaction, the continuation of the business in the ordinary course and no breach of the representations and warranties specified in the merger protocol having occurred.

This announcement does not constitute an offer to purchase nor a solicitation of an offer to sell the shares in Seagull Holding N.V. and is an announcement pursuant to article 9g paragraph 1a of the Dutch Decree on the Supervision of the Securities Trade 1995 (Besluit toezicht effectenverkeer 1995). Any offer for the shares in Seagull Holding N.V. will be made only by means of an offer document to be issued prior to the commencement of the offer period.

Investors are cautioned that this announcement includes forward looking statements that are subject to risks and uncertainties that include (but are not limited to) successful completion of commencement and closing conditions, achieving all necessary regulatory approvals and the timing of the transaction.

About Rocket Software

Rocket Software is a global development firm that builds Enterprise Infrastructure products for the world's leading OEMs, networks and software companies. The company's current lines of business complement and extend strategic OEM offerings in the areas of enterprise and mobile security, relational databases, mobile and wireless computing, and operational support systems (OSS). Rocket's current OEM relationships and technology partners

include IBM, RSA Security, Microsoft, NEC, and Toshiba. Rocket Software is based in Newton, Mass. For more information, visit http://www.rocketsoftware.com/.

About Seagull Software

Seagull Software specializes in technology that transforms "legacy" applications into SOA-compliant Web services, helping enterprises achieve exponentially faster IT support for business change, governance and compliance. Our LegaSuite(R) software platform includes integration, GUI, workflow and terminal emulation technology. With LegaSuite, customers connect legacy applications on IBM mainframe, VME/ICL mainframe, System i, UNIX/VT and Windows client/server platforms to the Web, to other middleware and to newer- generations of applications such as portals, CRM and SCM. LegaSuite is based on open standards including Web services, XML, J2EE and .NET. Powerful and innovative tools require no coding, which means rapid results, reduced risk and no maintenance burden. Committed to providing the best customer experience in the industry, Seagull Software's technology is in use in more than 10,000 business and government organizations worldwide, and by millions of end users. Seagull Software has direct operations in the United States, Canada, the Netherlands, UK, France, and Germany, supplemented by distributors serving approximately 30 additional countries. For more information, visit http://www.seagullsoftware.com/.

Seagull Software

CONTACT: Mory Motabar, +31 (0)78 6322 800, ext. 932, or
[email protected], or Dianne Edwards, +1-404-760-1560, Ext. 2312,
or [email protected], both of Seagull Software

Web site: http://www.seagullsoftware.com/
http://www.rocketsoftware.com/

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