MRN Morson Grp

RNS Number:0733L
Merant PLC
3 October 2001


3 OCTOBER 2001 MERANT PLC


MERANT PLC


POSTING OF CIRCULAR RE DISPOSAL OF EDC DIVISION AND NOTICE OF EXTRAORDINARY

GENERAL MEETING


The Board of MERANT plc announces that it has today posted to its shareholders
a circular containing the details of the proposed disposal of the EDC Division
(the "Circular"), including notice of an extraordinary general meeting to be
held on 30 October 2001.


Disposal of the EDC Division


On 11 September 2001 MERANT announced that it had entered into a conditional
agreement to sell the EDC Division to Data Direct International Limited
(which, as at completion, will be controlled by investment funds managed by
Golden Gate Capital) ("the Purchaser") for $29.25 million (approximately #20.6
million), payable in cash on completion, subject to adjustment for changes in
book value of the business prior to completion.


In order to continue to focus the Company's resources on the maximum growth
opportunities led by its PVCS product in the rapidly expanding market for
enterprise change management, the Board of MERANT decided that the Company
should sell its EDC Division. The market for enterprise data connectivity is
not growing as fast as the enterprise change management market for PVCS, and
the sales and distribution model necessary to sell to the customer segment
that purchases data connectivity solutions is different than that of PVCS. As
a result there are few synergies between the two lines of business.


After estimated transaction costs of #2.5 million (approximately $3.5
million), expected post Disposal re-organisation charges of #1.0 million
(approximately $1.5 million), and estimated income tax of #2.8 million
(approximately $4.0 million), the remainder of the proceeds of the Disposal of
#14.3 million (approximately $20.3 million) will initially be placed on
deposit.




The Continuing Group


The Continuing Group will concentrate on Enterprise Change Management, which
includes the PVCS product line and services, and carries on the business of
developing, supporting and marketing a suite of enterprise change management
solutions to effectively manage change across a company to protect software,
web content and enterprise resource planning packaged application assets. The
PVCS solution provides broad change management capabilities ranging from small
development teams to the entire enterprise and from client/server assets to
web assets.


On 20 September 2001, the Company announced that its operational headquarters
would move to Hillsboro, Oregon, U.S.A., which is the Company's primary
development, sales and support location for the PVCS product line. MERANT's
registered and head office will remain in Newbury, U.K.


Sale of freehold premises in Newbury


As also announced on 20 September 2001, the Company and its subsidiary, Merant
International Limited, have entered into an agreement to sell their two
freehold premises at Newbury (the "Newbury Properties") for #10.85 million
(approximately $15.4 million) payable in cash on completion (the ''Newbury
Disposal''). Prior to the completion of the Newbury Disposal, the Company will
enter into an agreement to lease part of the Newbury Properties to Micro Focus
Limited. Following the Newbury Disposal part of the Newbury Properties will be
leased back to the Company. Completion of the Newbury Disposal, which is
expected to occur on 12 October 2001, is conditional upon court approval of
the leases. As at 30 April 2001, the net book value of the Newbury Property
was #13.1 million and after estimated disposal expenses, the Company will be
recording a loss of #2.5 million. The Company currently receives rental income
of approximately #0.4 million per annum from the letting of part of the
Newbury Properties. Further details of the Newbury Disposal are also included
in the Circular.






Enquiries:


MERANT


Gary Greenfield


Chief Executive Officer


+1 (301) 838 5223


Ken Sexton


Chief Financial Officer


+1 (301) 838 5210


Larry De'Ath


VP, Communications/Investor Relations


+1 (301) 838 5228




UBS Warburg


John Woolland


020 7567 8000


UBS Warburg Ltd., a wholly owned subsidiary of UBS AG, which is regulated in

the UK by The Securities and Futures Authority Limited, is acting for MERANT

plc in connection with the proposed disposal and no one else and will not be

responsible to anyone other than MERANT plc for providing the protections

afforded to customers of UBS Warburg Ltd. or for providing advice in relation

to the proposed disposal.




END

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