Background Information for Baan's Acquisition of Berclain.

MENLO PARK, Calif.--(BUSINESS WIRE)--May 16, 1996--

Executive Overview

The completion of the offer by Baan to acquire Berclain would be a major step forward for the manufacturing community desiring integrated software solutions that extend from the enterprise level to the plant floor. Baan applications provide enterprise-wide business modeling and information processing transactions across the globe; Berclain's MOOPI provides plant-level decision support capabilities to synchronize production activities with market demand. The two companies' highly synergistic products are equally recognized for their flexibility, rapid implementation cycle, and for delivering comprehensive functionality to increase the efficiency of their customers.

These two information systems bring together enterprise-wide visibility and production optimization to allow a company to respond and understand information at an enterprise level while executing in a manner that balances costs with responsiveness at a local level. Manufacturers that previously required separate systems to manage the enterprise and plant activities would achieve maximum coherence between global business activity and plant operations where the value is added with a single solution that they can implement in a "plug-and-play" fashion.

Berclain's MOOPI links planning to execution by considering both global and local constraints in an approach called Manufacturing Synchronization. Beyond traditional scheduling approaches which add only a consideration of capacity constraints to enterprise systems, Manufacturing Synchronization also optimizes operations based on the availability, qualifications, and interdependencies of all resources - people, machines, tools, and materials. Those intricate workings of a manufacturing operation are then exactly synchronized to market demand, to ensure plant assets are used to create maximum invoiceable production.

Baan is a leader in enterprise applications solutions used by manufacturing and distribution organizations around the world. Baan products extend the traditional Enterprise Resource Planning (ERP) model by providing robust applications, tools, and implementation solutions which support Dynamic Enterprise Modeling (DEM). DEM is the ability to quickly implement and re-implement software solutions to keep systems consistent with the changing requirements of an organization and its supply chain. -0-

Executive Answers to Questions

Q: Why does Baan desire to acquire Berclain?  What would be the
   benefits to Baan?

A: Baan is driving to provide industry solutions, and has found that
   its core lines of business (LOBs) require synchronization and
   scheduling functionality.  Baan would become the first top-tier ERP
   vendor to have both the transaction and the decision support sides
   of manufacturing and distribution software.  In Berclain, it would
   gain technology for plantwide optimization and synchronization,
   which is also the core needed for next-generation intelligent
   resource planning. It would also gain a strong position with leading
   functionality in a rapidly expanding, high-value added software
   segment while ERP becomes more of a shrink-wrapped software arena.
   - Tom Tinsley, President, Baan

Q: What would be the benefit to Berclain and its customers?

A: Berclain would gain the resources and funding it needs to support
   its rapidly expanding worldwide customer base, and take advantage of
   all of the opportunities now available to a functional leader in the
   Manufacturing Synchronization and scheduling market.  Both ERP and
   MES players have sought out Berclain as a scheduling and
   synchronization partner, and the new financial footing would
   allow rapid, worldwide expansion to support all channel
   partners.  Berclain would also gain a strong R&D partner to guide
   development of planning functionality to leverage the core
   MOOPI engine. - Louis Tetu, President, Berclain

Q: What market synergy do the companies envision, and what segments
   are the target?

A: The market synergy is tremendous; as manufacturing enterprises begin
   to get a handle on their global business, they will also find that
   this combination brings decision support and optimization at the
   plant level.  Both Baan and Berclain have a significant installed
   base in mixed-mode industries.  Baan has four core Lines of Business,
   in which it targets the entire supply chain with enterprise-wide
   functionality with Baan Applications.  Berclain's MOOPI product
   is proven in each of these supply chains, and would be offered as
   part of the solution set for each.  The Supply Chain Target Segments
   are: Electronics, Automotive, Project Industries, and Process.
   - Doug Sallen, Director Marketing Communications, Baan

Q: What would happen to Berclain's other partnerships with ERP
   providers?

A: Berclain and Baan have a goal to preserve Berclain's position as the
   best-in-class scheduling and synchronization partner for ERP
   companies. Berclain's Partner Support Group would continue to
   provide all of the sales, marketing, technical support, and training
   that software partners need to generate additional revenues from
   the MOOPI product.  This group would keep strict boundaries and
   confidentiality between itself and the Baan support group. Baan has
   agreed that it would not be treated as a special case by Berclain
   overall. - Julie Fraser, VP Market Strategy, Berclain

 Q: How would the two units be organized?

A: The companies are in complementary businesses and would continue
   independently although with tighter integration.  There would be
   no impact on infrastructures, since each company is perfectly
   aligned with the business goals of the unit.  Berclain's President
   would report to Baan's President.  Berclain would add a separate
   group with a charter of supporting the Baan channel with technical,
   sales demo, and field marketing support.  This group would be
   entirely separate from the Alliance Partner Support Group devoted to
   other Berclain partners who resell the product such as IBM and Dun &
   Bradstreet Software and Industrial Computer Corp., as well as
   implementation partners, software marketing partners such as QAD,
   and other channel partners. - Louis Tetu, President, Berclain

Q: How would Baan account for this transaction; what would be the
   impact to shareholders?

A: Berclain is growing at a rate comparable to Baan, about 80% in its
   last 12 months over the previous similar period.  Shareholders
   should experience continued rapid growth in the value of their
   investments. - Tom Tinsley, President, Baan

Q: What would happen to Berclain's R&D investment in the TIMA CIMPLEX
   (Consortium for Integrated Intelligent Planning and Execution)
   project?

A: Berclain has an extremely strong commitment, both financial, and
   strategic, to this object oriented ERP-to-plant execution
   integration project.  Berclain USA will continue to work with IBM,
   QAD, JD Edwards, and US-based manufacturers and universities.
   Berclain believes this project holds the key to future increases in
   return-on-investment of manufacturing software purchases; this
   project is a cornerstone of its research investments.
   - Bernard Tetu, Founder and VP Research, Berlin

Q: What is the timeline for integration between product offerings?

A: The standard interface between Ban IV and MOP is in development in
   Ban's Bombay, India, facilities now and is due out as a commercial
   offering owned by Ban within 30 days.  We anticipate within the
   next two months, Ban and Berclain will further define their joint
   R&D plans for integration and enhanced functionality to our
   customers. - Laurens van der Tang, VP R&D, Baan

CONTACT: The Baan Company

Annette Shimada or Doug Sallen, 415/462-4949

http://www.baan.com

or

Berclain Group Inc.

Liz Molli, 847/842-1000

Julie Frazer, 508/362-3480

http://www.berclain.com

or

Copithorne & Bellows

Heather Staples or Alissa Bushnell, 415/284-5200

or

Outlook Marketing Services

Jeff Rappaport, 847/509-3099