MRN Morson Grp

RNS Number:7775J
Merant PLC
11 September 2001

FOR IMMEDIATE RELEASE



CONTACTS:


MERANT

Gary Greenfield                              Ken Sexton
Chief Executive Officer                      Chief Financial Officer
+1 (301) 838 5223                            +1 (301) 838 5210
Gary.Greenfield@merant.com                   Ken.Sexton@merant.com


Larry De'Ath                                 Financial Dynamics
VP, Communications / Investor Relations      Giles Sanderson / Harriet Keen
+1 (301) 838 5228                            +44 (0) 20 7831 3113
Larry.Death@merant.com                       merant@fd.com





 MERANT to Sell Enterprise Data Connectivity Business to Golden Gate Capital
                      for $29.3 million (#20.6 million)



    Reports End to Discussions Regarding a Possible Offer for the Company


ROCKVILLE, MD and NEWBURY, UK - September 11, 2001 - MERANT (London Stock
Exchange (LSE): MRN; Nasdaq National Market (NNM): MRNT), a leading provider
of software solutions to accelerate enterprise change, has scheduled a
conference call for investors, press and analysts today to review the
following announcements at 2:00 pm BST (9:00 am U.S. EDT).

*        MERANT has agreed to sell its enterprise data connectivity business
(DataDirect) to Golden Gate Capital for $29.3 million (approximately #20.6
million);

*        MERANT plans to propose to return excess capital of at least #56
million (approximately $80 million) to shareholders following completion of
its DataDirect business sale;

*        MERANT has ended discussions reported on July 13, 2001, regarding a
possible offer for the Company.

MERANT has agreed to sell its DataDirect business to Golden Gate Capital for
$29.3 million (approximately #20.6 million), payable in cash on completion,
subject to adjustment for changes in book value of the business prior to
closing.  Golden Gate Capital also bought MERANT's Micro Focus business
recently, though through different funds and the businesses will be operated
separately.

After completion of the sale of DataDirect, MERANT is expected to have cash
balances of between #93 million (approximately $132 million) and #100 million
(approximately $142 million).  The Company plans to propose to return surplus
cash of at least #56 million (approximately $80 million) to its shareholders.
The Company is currently investigating methods of returning surplus cash to
shareholders.  The return of cash is expected to be completed after the sale
of DataDirect and before the end of the current fiscal year on 30 April 2002.

On July 13, 2001, the Board of MERANT was required to report that it was in
very preliminary discussions with regard to a possible offer for the Company.
These discussions have now ended.

"These are major milestones in our restructuring of MERANT, aimed at
delivering shareholder value in these challenging times in our market.  We are
intent on focusing resources on the enterprise change management market and
our PVCS customers.  At the beginning of the fiscal year we announced our
intent to concentrate our resources on what we believe to be our greatest
growth opportunities, serve customers better and deliver enhanced value to our
shareholders.  To this end, we sold the Micro Focus business in August, and
are now completing our transition with the sale of DataDirect," said Gary
Greenfield, MERANT president and CEO.

Golden Gate Capital is a $700 million private equity firm dedicated to
investing in high-growth businesses in change-intensive industries.  Golden
Gate will operate DataDirect as an independent company, separate from the
recently acquired Micro Focus business, under the leadership of the current
management team.

David Dominik, a managing director of Golden Gate Capital, said, "We are
pleased to enter into this agreement with MERANT.  DataDirect is the
established industry leading technology in the data connectivity market and
has a strong and seasoned management team."

Edward Peters, senior vice president and general manager of the DataDirect
business at MERANT, will head the new company.  "DataDirect has long been the
industry leader," said Peters.  "As an independent company, our customers will
enjoy our undivided attention and we believe our employees should have new
opportunities for growth and innovation.  With our several hundred partners,
including IBM, Microsoft and Sun, we have established the data connectivity
standards for today's technology.  Now, in partnership with Golden Gate
Capital, we'll be positioned to move into the future."

Background to and details of the Disposal

MERANT is concentrating resources on what it believes are its greatest growth
opportunities.  The market for DataDirect is not growing as fast as the
enterprise change management market for PVCS.  The distribution model required
to exploit what for MERANT is the fastest growing segment of the data
connectivity market - namely independent software vendors that embed
DataDirect technology into their products - is different from the end-user
distribution model for PVCS.

For the fiscal year ended April 30, 2001, DataDirect revenue was #31.2 million
($46.0 million) and contribution to the group was #4.8 million ($7.1 million)
before income taxes and goodwill amortization.  During the first fiscal
quarter ended July 31, 2001, DataDirect revenue was #7.4 million ($10.5
million) and income before taxes and goodwill was #2.1 million ($3.0 million).
  Net tangible assets of the business at July 31, 2001 were #4.5 million ($6.4
million).  On completion, the disposal is expected to result in a small
pre-tax gain, after restructuring charges and taxes.


Completion of the transaction is subject to certain conditions, including
approval by MERANT shareholders and customary regulatory approvals.  MERANT
will seek shareholder approval at an extraordinary general meeting, expected
to be held in the last half of October, with the completion of the transaction
expected shortly after.


MERANT's strategy and outlook

Following the disposal of DataDirect, MERANT will have one operating division,
led by its PVCS product family in the expanding market for enterprise change
management. MERANT continues to focus on enhanced shareholder value.  In the
year ended 30th April 2001, this division reported turnover of #94.7 million
($139.5 million) and loss before interest, taxation and amortization of #3.8
million ($5.6 million).  These earnings are fully burdened with shared
services, such as corporate general and administrative cost, which was
supporting a much larger turnover (including the Micro Focus, DataDirect and
E-Solutions divisions).  The Company has begun to implement plans so the PVCS
business is anticipated to show operating profits later in this fiscal year.

MERANT intends to retain sufficient cash for its future operations.  It is
anticipated that the balance will be returned to MERANT shareholders.

Conference Call Update

A conference call has been scheduled today at 2:00 pm BST (9:00 am U.S. EDT)
for investors, analysts and press to review today's announcements.   For those
wishing to participate on the conference call, the telephone numbers are +1
(800) 434 7910 in the U.S. and +44 (0) 20 8240 8241 in the U.K.  Please dial
in at least 10 minutes prior to the call.


Ends


About MERANT

MERANT is a leading provider of software solutions for enterprise change
management.   MERANT provides market-leading products and services under the
PVCS brand.  The Company's technology is in use at over 60,000 sites,
including all of the Fortune 100 and the majority of the Global 500. For
additional information, visit www.merant.com.


MERANT is a trademark of MERANT.  All other trademarks are the property of
their respective owners.


FORWARD LOOKING STATEMENTS


The following statement is made in accordance with the U.S. Private Securities
Litigation Reform Act of 1995: This announcement contains forward-looking
statements that include statements regarding the outlook for fiscal 2002, the
progression of the transition in MERANT's sales model, MERANT's focusing its
entire resources on the enterprise change management market and its PVCS
customers, the Disposal of its DataDirect enterprise data connectivity
business and expectations regarding a possible return of excess capital to
shareholders. When used in this document, the words "anticipate", "believe", "
estimate", "expect", "plan", "proposes" and similar expressions, as they
relate to MERANT or its management, are intended to identify these
forward-looking statements. These forward-looking statements involve a number
of risks and uncertainties. Actual results could differ materially from those
anticipated by these forward-looking statements. Future results will be
difficult to predict as MERANT transforms its business strategy to provide
e-business solutions and away from certain of its past primary markets,
including the market for Cobol and mainframe-related software products and
services, and the market for enterprise data connectivity software products
and services. MERANT's ability to recruit and retain key personnel, especially
in the sales and business units, could materially alter financial results and
plans for the sales and business units. Other factors that could cause actual
results to differ materially include, among others, the ability of MERANT to
effectively manage its costs against uncertain revenue expectations, the
potential for a decrease in revenue or a slowdown in revenue growth which may
be caused by delays in the timing of sales and the delivery of products or
services, the ability of MERANT to develop, release, market and sell products
and services to customers in the highly dynamic market for enterprise change
management and e-business solutions, the potential need for enterprise change
management solutions and e-business solutions to shift based on changes in
technology and customer needs, the market acceptance of MERANT's e-business
solutions and e-business solutions generally, the effect of competitors'
efforts to enter MERANT's markets and the possible success of existing
competitors in those markets, the possibility that the sale of the DataDirect
enterprise data connectivity business will not proceed as planned or may not
be completed at all, and MERANT's ability to manage and integrate recently
acquired businesses or other businesses that it may acquire in the future as
well as efficiently dispose of, and manage the provision or receipt, as the
case may be, of certain services related to, businesses or products which are
not a part of MERANT's business strategy, including MERANT's ability to
complete and manage obligations related to, the sale of the DataDirect
enterprise data connectivity business and the earlier disposal of the Micro
Focus legacy development, transformation, and integration division.



Further information on potential factors which could affect MERANT's financial
results is included in MERANT's Annual Report on Form 20-F for the year ended
April 30, 2000, and reports on Form 6-K as submitted to the SEC and as may be
updated and amended with future filings or submissions.  MERANT undertakes no
obligation to release publicly any updates or revisions to any forward-looking
statements contained in this announcement that may reflect events or
circumstances occurring after the date of this announcement.

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