OASIS MEMBER NEWS: SOFTWARE AG TO ACQUIRE SAGA SYSTEMS INC. FOR $360MILLION

["Laura Walker: OASIS" <laura.walker@oasis-open.org>]

From:


Lisa Saven / Katie Ahrenhoersterbaeumer
The Bohle Company
(310) 785-0515
lisas@bohle.com / katie@bohle.com

Andrea Strauss
Software AG Inc.
(925) 242-3800
andrea.strauss@softwareag.com



SOFTWARE AG TO ACQUIRE SAGA SYSTEMS INC. FOR $360 MILLION

DARMSTADT, Germany and RESTON, Va. -- Nov. 2, 2000 -- Software AG and SAGA
Systems Inc. (SAGA) announced today that Software AG will acquire all
outstanding
common stock in SAGA Systems for $11.50 per SAGA Systems share in cash,
for a total transaction value of approximately $360 million.  SAGA Systems
markets and services Software AG's products in North and South America,
Japan and Israel.  In addition, SAGA Systems licenses and services its
own enterprise application integration product, Sagavista.  SAGA Systems
is headquartered in Reston, Va. and employs nearly 800 people.  In the
12 months ended Sept. 30, 2000, SAGA Systems had revenues of $196 million.
"We are extremely pleased to announce the acquisition of SAGA Systems,"
Dr. Erwin Königs, CEO, Software AG, said.  "The territories where SAGA
Systems operates are of utmost importance to Software AG.  It makes great
strategic sense for Software AG to gain direct control of our business
in North and South America, Japan and Israel, and to offer our customers
a superior platform for all our electronic business technology and services
offerings.  The transaction will enable Software AG to enhance its position
as one of the largest global software companies and is an important
milestone
towards our goal of becoming the world leader in electronic business
enabling
software based on XML technology."
"We have grown SAGA Systems from a $157 million revenue business in 1996
to just over $196 million for the last 12 months ended Sept. 30, 2000.
 During this period, we took SAGA Systems public, created Sagavista, an
enterprise application integration product, and built up a very profitable
business," Dan Gillis, CEO, SAGA Systems, said.  "We now believe that it
is in the best interest of our shareholders, customers and employees to
be unified under common ownership with Software AG and are very pleased
to announce and recommend this transaction."
Compelling Strategic Rationale
With the acquisition of SAGA, Software AG will gain direct access to the
large customer base in North and South America, Japan and Israel.  The
combined sales force will provide Software AG with a powerful platform
for accelerating growth of its world class electronic business products
in the North American market.
North America is the single largest information technology market in the
world and it is a key priority for Software AG to expand significantly
its presence there.
The U.S. leads the market for B2B e-commerce and XML technologies in which
Software AG is a pioneering force.  In the U.S., Software AG currently
sells its electronic business products such as Tamino, the award winning
native XML database for e-business applications, through Software AG Inc.,
a recently founded California-based subsidiary.  SAGA has a strong
distribution
and service platform in North America with intimate knowledge of customer
requirements and long-standing relationships.  Software AG will use the
strong cash flow from SAGA's core business to achieve rapid penetration
of Software AG's new electronic business products in the North American
market.  As has been Software AG's experience in the European market, the
new North American operation is expected to win major reference customers
for Software AG's XML product line.  Software AG's electronic business
products have boosted revenue growth by more than 100% year on year,
increasing
from almost no revenue in 1998 to over 30% share of license revenue in
the most recent quarter.  Software AG will implement its highly successful
sales and marketing strategy worldwide and establish the foundation for
continued strong growth with SAGA Systems.
The acquisition gives Software AG full access to the other markets of the
NAFTA zone, Canada and Mexico as well as to the markets of South America
and Israel.
Japan, the largest Internet and IT market in Asia, is also an important
part of the acquisition. Software AG's flagship product, Tamino, has
recently
won several awards in Asia.
 "Given Japan's advanced developments in Internet applications and mobile
commerce, we see significant opportunities to penetrate the Japanese market
with Tamino by working closely with our Japanese distribution partner,"
Dr. Königs said.
In combination with Software AG's indirect sales channel strategy, which
successfully attracted major U.S. partners to promote its cutting-edge
XML product line, North America should become the leading market for sales
of Software AG's electronic business products within a short time.  The
transaction therefore marks a major breakthrough for Software AG's worldwide
growth strategy.
Integration and Strategic Action
Software AG will combine the North American operations of Software AG and
SAGA Systems into a single operating unit.  Software AG, with its new
headquarters
in Reston, Va., and a major branch office in San Ramon, Calif., will be
present in 14 major business locations across the U.S.  Software AG expects
to incur a one-time cost of up to Euro 20 million in 2001.  The transaction
is expected to significantly enhance revenue and earnings to Software AG,
excluding one-time costs.
To ensure seamless integration, Software AG will make appropriate management
retention arrangements for key SAGA Systems management and employees.
Terms of the Acquisition
Under the terms of the merger agreement, each stockholder of SAGA Systems
will receive $11.50 in cash per share of common stock.  Thayer Capital
will receive a one year note equal to a principal amount of $11.50 per
share in lieu of cash for approximately 65% of its common stock and cash
for the remaining common stock.
SAGA Systems' Board of Directors has unanimously approved the merger
agreement
subsequent to receiving a fairness opinion from its financial advisor that
$11.50 per share of common stock was fair, from a financial point of view,
to the stockholders of SAGA Systems.  Software AG's Supervisory Board has
also unanimously approved the merger agreement.  The merger agreement is
subject to customary terms and conditions, including the approval by SAGA's
stockholders.
Thayer Capital and Dan Gillis, representing 37.3% of the outstanding shares
of SAGA, have entered into a stockholders agreement with Software AG in
which Thayer Capital and Dan Gillis agree to vote in favor of the merger.
 Software AG owns an additional 7.5% of the outstanding shares of SAGA
and has agreed to vote in favor of the merger.  The stockholders agreement
terminates upon termination of the merger agreement.
SAGA Systems plans to file with the Securities and Exchange Commission,
and to mail to its stockholders, a proxy statement in connection with the
stockholders' meeting at which SAGA Systems stockholders will be asked
to adopt and approve the merger agreement.
The acquisition of SAGA Systems is expected to close in Q1 2001.  UBS
Warburg
is acting as financial advisor to Software AG and Updata Capital Inc. is
acting as financial advisor to SAGA Systems.
About Software AG
Software AG, Darmstadt, Germany, is Europe's largest system software
provider
and a major global player offering cutting edge technology for data
management
and electronic business.  Since 1998 the company has focused its development
activities on XML products for the Internet.  With more than 2,700 employees
and representatives in 60 countries, Software AG achieved sales revenue
of Euro 366 million in 1999.  Its distribution and technology partners
include market leaders such as IBM, Microsoft and SCO as well as innovative
IT solutions providers like Extensibility, Softquad and Instranet.  Software
AG's products control the central IT processes of thousands of renowned
companies worldwide.  Some examples of these are Lufthansa, British Sky
Broadcasting, ZDF, Dresdner Bank AG, Swiss Post, DaimlerChrysler, Deutsche
Bahn AG (German Rail), BP and VIAG Interkom.  Software AG is listed on
the Frankfurt Stock Exchange (MDAX, Security identification number 724260
/ SOWG.F).
About SAGA Systems
Until March 1997, SAGA Systems was a wholly-owned subsidiary of Software
AG, at which time the senior management of SAGA Systems, together with
Thayer Capital, acquired 90% of the share capital.  In November 1997, SAGA
Systems completed an initial public offering and listing on NYSE, followed
by a secondary offering in May 1998.  Currently, approximately 7% of the
share capital is held by Software AG.
SAGA Systems has the exclusive right to distribute and service Software
AG's ADABAS and Natural products in North America, South America, Japan
and Israel.  SAGA Systems also has rights to distribute and service Software
AG's other products on a non-exclusive basis.  A royalty of 24% of the
net revenues derived from the distribution of Software AG's products and
the related maintenance is payable to Software AG, subject to certain
minimum
payments.
SAGA, based in Reston, Va., offers a full suite of e-business integration
and enterprise systems software that extend and support billions of mission
critical transactions daily for some of the world's largest organizations.
 SAGA's products and services leverage existing IT investments by connecting
customers' legacy and packaged applications with the newest e-business
processes and applications-thereby enabling its customers to access their
information from the heart of the enterprise to the desktop.
SAGA's parent company is traded on the New York Stock Exchange under the
symbol AGS.  For further information, please visit the Company's Web site
at www.sagasoftware.com.

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