BluePhoenix Solutions Announces Signing of Letter of Intent for Acquisition of ASNA


Acquisition Expands BluePhoenix's Addressable Market Size by an Estimated $5 Billion Over Next Fifteen Years With a Focus on Midrange Computing Market

HERZLIA, Israel, August 1 -- BluePhoenix Solutions Ltd. (NASDAQ: BPHX), a leading provider of value driven modernization solutions for legacy information systems, today announced the signing of a letter of intent (LOI) for the strategic acquisition, by way of merger, of Amalgamated Software North America Inc.
(ASNA), a private company based in San Antonio, Texas. The consideration to be paid is $9.5 million in cash at closing. BluePhoenix will fund the acquisition from its available cash.

BluePhoenix will also pay an earn-out to ASNA shareholders if certain profit targets are achieved by ASNA. The additional consideration will be calculated incrementally based on a multiple of between 6.5x to 8x of ASNA's average net profit in the years 2008 and 2009, provided that the average annual net profit during these two years exceeds $1.5 million. The completion of the acquisition is subject to BluePhoenix's due-diligence of ASNA and the execution of definitive agreements.

ASNA has been developing visual programming and systems software for the midrange community since 1982. ASNA Monarch is a fully integrated solution for transforming RPG applications to the Microsoft .NET platform. ASNA is a Microsoft Gold Certified Partner, a Microsoft Visual Studio Industry Partner, an IBM Tools Network Partner, and an Advanced Tier Member of IBM's PartnerWorld for Developers.

"We are extremely excited to have the ASNA team join forces with BluePhoenix to expand our modernization offering to enterprises running legacy applications on the IBM AS/400, iSeries and System i," said Arik Kilman, CEO of BluePhoenix. "There are hundreds of thousands of these systems around the globe and a multitude of companies who are facing the mounting challenge of modernizing their RPG-based applications."

"We look forward to providing these enterprises both the software tools and services needed to successfully tackle these challenges," concluded Kilman. "The ASNA acquisition expands our addressable market size by an estimated $5 billion over the next fifteen years, in software sales and services. It is accretive, and will contribute nicely to our bottom line."

About BluePhoenix Solutions (http://www.bphx.com)
BluePhoenix Solutions (NASDAQ: BPHX) is a leading provider of value-driven modernization solutions for legacy information systems.
BluePhoenix offerings include a comprehensive suite of tools and services from global IT asset assessment and impact analysis to automated database and application migration, rehosting, and renewal. Leveraging over 20 years of best-practice domain expertise, BluePhoenix works closely with its customers to ascertain which assets should be migrated, redeveloped, or wrapped for reuse as services or business processes, to protect and increase the value of their business applications and legacy systems with minimized risk and downtime.

BluePhoenix provides modernization solutions to companies from diverse industries and vertical markets such as automotive, banking and financial services, insurance, manufacturing, and retail. Among its prestigious customers are: Aflac, DaimlerChrysler, Danish Commerce and Companies Agency, Europe Assistance, Lawson Products, Los Angeles County Employees Retirement Association, Merrill Lynch, SDC Udvikling, and TEMENOS.
BluePhoenix has 15 offices in the USA, UK, Denmark, Germany, Italy, France, The Netherlands, Romania, Russia, Cyprus, South Korea, Australia, and Israel.

Company Contact
Varda Sagiv
Chief Financial Officer
BluePhoenix Solutions
+972-9-9526-110
VSagiv@bphx.com

Source: BluePhoenix Solutions Ltd.

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