AMDAHL AND DMR GROUP ANNOUNCE AGREEMENT TO JOIN FORCES IN BUSINESS SOLUTIONS MARKET; Information Technology Services Leader DMR Group is Key to Building Amdahl's Global Professional Services Business

Business Wire, Sept 14, 1995

SUNNYVALE, Calif.--(BUSINESS WIRE)--Sept. 14, 1995--Amdahl Corporation, in a strategic move to significantly expand its ability to provide complete business solutions to the worldwide computing markets, today announced plans to acquire DMR Group Inc., a leading international provider of information technology (IT) services.

The proposal, jointly announced by Amdahl and DMR, is still subject to certain conditions including acceptable due diligence findings. It calls for Amdahl to initiate a cash tender offer on or before October 12, 1995 to purchase all outstanding shares of DMR for $8.25 (Canadian) per share or approximately US$90 million (based on the currency exchange rates as of September 13, 1995). DMR's principal shareholders have irrevocably agreed to tender their shares to Amdahl.

DMR provides senior level consulting in IT strategy, enterprise architecture, knowledge transfer and benefits management, as well as a variety of systems delivery services including systems development, outsourcing and systems integration, to large clients worldwide. With annual revenues of almost US$220 million, the company employs 2,800 professionals throughout North America, Europe and Asia-Pacific.

"Joining forces with DMR is key to building Amdahl's global expertise in the professional services business, and strengthens our capabilities as a leading solutions provider to large organizations," said E. Joseph Zemke, Amdahl President and CEO.

"With its proprietary state-of-the-art methodologies, extensive business processes, critical mass and geographic reach, DMR is a linchpin in Amdahl's strategy to integrate and deliver IT solutions across the enterprise."

A Leading Worldwide Professional Services Organization

The Gartner Group, the world's leading independent IT advisor to businesses, has named DMR one of the "Leading Worldwide Professional Services Organizations--1995." Also, in a recent survey of the professional services market conducted by leading IT market information provider International Data Corporation (IDC), DMR was ranked the industry leader by IT service clients in Canada. In that survey DMR received the top ranking in reliability, innovation, business understanding, flexibility, value, methodologies, timeliness, proactive/credible solutions and quality.

DMR's IT strategies and business process reengineering consulting practices will be enhanced by Amdahl's line of A software products for open systems management, its application development tool Huron ObjectStar and related business process improvement software.

DMR's IT services are aimed at medium to large size organizations in both the private and public sectors. The company has established a strong track record for developing solutions that achieve strategic objectives for clients.

Mr. Zemke said the DMR name, strongly identified with quality business solutions services throughout the world, will be retained, and Amdahl's Business Solutions Group will be integrated into that organization.

DMR Founder, Chairman of the Board, President and CEO Mr. Pierre Ducros will be CEO of the new entity. Mr. Michael Poehner, currently Vice President and General Manager of Amdahl's Business Solutions Group, will be president of the new entity.

"Amdahl and DMR are an excellent fit in terms of both corporate culture and business synergy," said Mr. Ducros. "Amdahl is technologically strong and has a substantial customer base of the largest computing enterprises, while DMR is recognized for its IT services leadership and unique methodologies. Both our organizations will emerge as winners, and so will our clients and employees."

"DMR will help us more quickly fulfill our diversification strategy of becoming a more complete supplier of fully integrated hardware, software, and service solutions from the desktop to the data center," Mr. Zemke added.

"Through DMR, we can now provide the implementation and integration resources for Huron ObjectStar and A software products needed to support and broaden market opportunities. In addition, the companies' different customer sets will expand our market penetration and contribute to more rapid future growth."

Amdahl (AMEX:AMH) is a worldwide supplier of large-scale System/390 processors, UNIX systems software and servers, data storage subsystems, data communications products, applications development software, and a variety of educational and consulting services. Amdahl's products are sold in more than 30 countries for use across all types of computing environments.

Q&A Document Amdahl Acquisition of DMR Questions & Answers

Q1. Why is Amdahl acquiring DMR Group Inc.?

A1. There are many reasons. First and foremost, Amdahl is acquiring DMR to accelerate the company's transition into the professional services marketplace. It is our strategy to provide complete business solutions to computing markets worldwide. Amdahl selected DMR because its culture and philosophy mesh well with Amdahl's. Amdahl feels it can capitalize on DMR's strengths, image, methodologies, businesses processes, financial systems, expertise in systems development, and employees. DMR also provides the critical mass from which Amdahl can respond effectively to worldwide opportunities and provides a base structure from which to grow through additional regional acquisitions and internal resources. DMR's methodologies will facilitate the deployment of Amdahl's offerings like Huron ObjectStar Distributed Systems Management Software and our operational and consulting services, etc. DMR's proven IT Management Planning Practice will allow Amdahl to engage earlier in the development life cycle, raising Amdahl's value to its customers. The addition of DMR's consultants to Amdahl's field sales and service force will double the number of personnel to almost 6,000 employees available to assist our customers in achieving their IT objectives.