ADIA Services makes announcement.

REDWOOD CITY, Calif.--(BUSINESS WIRE)--Nov. 29, 1994--ADIA S.A. (Swiss stock exchanges: "Adia") and ADIA SERVICES INC. (NASDAQ:ASI), announced the filing with the Securities and Exchange Commission of a pre-effective amendment to Adia's registration statement relating to the proposed merger of ASI into a wholly-owned subsidiary of Adia whereby Adia would acquire the approximately 19% of ASI that it does not presently own.

The amendment to the registration statement includes a description of an amendment to the merger agreement which changes terms relating to the price to be paid in the merger and conditions to the closing of the merger.

Prior to the amendment to the merger agreement, the merger consideration per share of ASI Common Stock was (i) $15 and (ii) one American Depositary Share ("ADS"), representing one-eighth of one bearer share, nominal value Sfr 10 per share, of Adia. The new merger consideration per share of ASI Common Stock is the same one Adia and $15 per share of ASI Common Stock provided provided that the cash will be increased to the extent necessary so that the combined value of the ADS and cash is at least $37, and will be decreased to the extent necessary so that the combined value of the ADS and cash is not more than $39, such values to be determined as provided in the merger agreement.

If the amount of cash to be paid per share of ASI Common Stock by Adia exceeds $17, Adia may elect not to proceed with the merger. The amendment eliminates the requirement of a closing date opinion of Montgomery Securities (or another investment bank) to the effect that the merger consideration is fair, from a financial point of view, to the holders of ASI Common Stock (but retains the requirement of a fairness opinion as of the date of the proxy statement/prospectus relating to the merger, and retains all other conditions of the original merger agreement).

The record date of the special meeting of stockholders of ASI to consider the merger is Nov. 21, 1994 and the date for the special meeting is Jan. 5, 1995 subject to timely completion of Securities and Exchange Commission review and satisfaction of other conditions to mailing of the proxy statement/prospectus relating to the merger, including receipt of a fairness opinion. There can be no assurance that the conditions to the merger will be satisfied or that the merger will be consummated.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. The Adia securities to be issued in the merger may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

CONTACT: Adia Services Inc., Redwood City

John Bowmer, 415/610-1000