Amdahl and DMR announce agreement to join forces in Business Solutions Market.

MONTREAL--(BUSINESS WIRE)--Sept. 14, 1995--Amdahl Corporation and DMR Group Inc. announce that Amdahl has concluded agreements with the principal shareholders of DMR for the tender of their Class A subordinate voting shares and Class B shares of DMR to Amdahl. Together these shareholders, comprising the Chairman, President and Chief Executive Officer of DMR, the Estate of J. Alain Roy and the Ontario Teachers' Pension Plan Board, hold an aggregate of 1,607,800 Class A shares (representing approximately 15 percent of the outstanding Class A shares) and 3,556,088 Class B shares (representing more than 99 percent of the outstanding Class B shares). Such shares represent approximately 80 percent of the voting rights attached to the outstanding Class A and Class B shares and approximately 36 percent of the outstanding capital of DMR.

Amdahl proposes to make cash offers on identical terms on or before October 12, 1995 to purchase all outstanding Class A and Class B shares of DMR for CA$8.25 per share, or more than CA$120 million. The DMR principal shareholders have irrevocably undertaken to tender their shares to Amdahl and will not solicit competitive offers.

Mr. Pierre Ducros, one of the founders of DMR, said he is extremely proud that DMR is joining forces with a solid international organization such as Amdahl. "DMR and Amdahl are an excellent fit in terms of both corporate culture and synergy," said Mr. Ducros. "Amdahl is very strong technically and DMR is recognized for its leadership in information technology services and unique methodologies. Both or our organizations will emerge as winners and so will our clients and employees."

"Joining forces with DMR is key to building Amdahl's global expertise in the professional services business, and confirms our commitment to being a leading solutions provider to the world's largest companies," said Mr. 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".

Mr. Zemke said that Mr. Ducros will be CEO of a new entity formed by the integration of Amdahl's Business Solutions Group (BSG) into DMR, focusing on the entity's strategic growth. Mr. Michael Poehner, currently Vice President and General Manager of Amdahl's BSG unit, will be President, focusing on operations.

The DMR name, strongly identified with quality business solutions services throughout the world, will be retained. Its senior management and high-level service methodology research and development activities will remain in Montreal. The intention of the two companies is to maintain current staffing levels and to grow the business.

The making of the proposed offers by Amdahl is subject to the fulfillment or waiver of a number of usual and customary conditions as well as the following; no material adverse change in the business of the Corporation which may occur or become known during due diligence; satisfaction of representations, warranties and covenants of the principal shareholders and DMR: no material adverse change in the general economic or securities market conditions in Canada or any part thereof; and a recommendation by the DMR Board of Directors to the shareholders to accept the proposed offers.

When made, the offers will be subject to the fulfillment or waiver of a number of usual and customary conditions as well as the following: the deposit under the offers of (1) not less than 2/3 of the shares of each class and (2) a majority of the shares of each class, excluding shares subject to the terms of the agreements with the principal shareholders; the obtaining of all necessary regulatory approvals; satisfaction of representations, warranties and covenants of the principal shareholders and DMR; and no material adverse change in the general economic or securities market conditions in Canada or any part thereof.

The DMR Board of Directors has appointed a committee of independent directors comprising Mr. Bernard Cote as Chairman, Mr. Jean-Paul Gourdeau and Mr. Peter Lougheed, to advise the Board as to the recommendation to be made to minority shareholders in response to the offers. DMR will not solicit competitive offers and will assume certain out-of-pocket costs of Amdahl and pay material fees to Amdahl in the event the offers are not made for reasons generally within the control of DMR and the principal shareholders, or in the event that an unsolicited third party is able to conclude a financially more favourable alternative transaction.

Amdahl, whose revenues exceeded US$1.6 billion in 1994, is a major supplier of powerful mainframe computers and enterprise servers, data storage subsystems, UNIX servers and software, applications development and product software and a range of educational and consulting services. Amdahl has accelerated its growth in customer services based on the application of information technology services to solve business problems. This segment accounts for a growing portion of the company's revenues.

With annual revenues of almost CA$300 million, DMR is a leading international provider of information technology services to business and public enterprises, employing 2,800 professionals in Canada, the United States, Asia-Pacific and Europe. The Company's services include information technology planning, enterprise architecture, knowledge transfer, outsourcing, and systems development and integration. -0- Note to Editors: Amdahl is a registered trademark of Amdahl Corporation. DMR is a registered trademark of DMR Group Inc. All other trademarks are the property of their respective owners.

CONTACT: DMR Group Inc.

Michel Auclair, 514/877-3342

Amdahl Corp.

William Stewart, 408/746-6076

The Benjamin Group

John Radewagen, 408/559-6090 ext.340 REPEATS: New York 212-575-8822 or 800-221-2462; Boston 617-330-5311 or

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