Bain Capital signs letter of intent to acquire Dun & Bradstreet Software.

WILTON, Conn.--(BUSINESS WIRE)--June 25, 1996--The Dun & Bradstreet Corporation and Bain Capital, Inc., today announced the signing of a letter of intent for Bain Capital to acquire Dun & Bradstreet Software (DBS), a leading provider of enterprise business management software.

D&B indicated in January that it would divest D&B Software as part of its plan to split by year end into three publicly traded companies: Cognizant Corporation, focused on high-growth information markets; the "new" Dun & Bradstreet Corporation, dedicated to financial information services; and ACNielsen, delivering market research, information and analysis to the consumer products and service industries.

Under the terms of the agreement, D&B will receive $160 million in cash and $50 million in preferred stock to be held by the "new" Dun & Bradstreet. A minority interest in DBS of about 27 percent will be retained by Cognizant Corporation. The business will be run as an independent private company when the transaction is complete.

"DBS has a tremendous opportunity to capitalize on the high-growth client server market," said Robert E. Weissman, CEO-designate of Cognizant. "I'm committed to making Cognizant's new partnership with Bain Capital a successful combination for DBS."

David Dominik, a Bain Capital managing director, said the partnership with Bain is a positive move for DBS customers. "Bain has a reputation for investing in companies for growth, and has an impressive track record of success in the information technology industry. We plan to accelerate the growth of the client/server business to take a greater share of what Gartner Group predicts will be an $8 billion market by 1999. We also will continue to meet or exceed the expectations of our installed base with quality products and support. And we will capitalize on the explosive growth in the Internet packaged application software market, which Forrester Research projects will reach $1.7 billion by 1999."

Steve Pagliuca, another Bain Capital managing director, said, "DBS is a strong investment. It has a profitable installed base of more than 3,000 customers, nine out of 10 of whom renew their maintenance commitments each year. In 1995, its SmartStream client server revenues grew by 150 percent--three times the industry average--to over $100 million. Forty percent of the growth came from net new customers, not from the host installed base."

In June, DBS was the first enterprise client/server vendor to release a Beta version of a Java-based, enterprise-scale business applications for corporate Intranets.

Boston-based Bain Capital is one of the nation's leading private equity investment firms, with total investment capital of $1.4 billion. Since its formation in 1984, Bain Capital has invested in more than 80 companies, including 24 information technology and software service firms with more than $2 billion in combined sales. Bain Capital's investments in the information arena have included Gartner Group, Stream International, Oacis Health Care, Aspect Development Corporation and Clarity Telecom. In addition to information technology investments, Bain Capital has investments in health care, consumer products, industrial products and retail companies. Overall, Bain Capital has invested in more than 80 companies with combined revenues in excess of $9 billion.

Dun & Bradstreet Software is a premiere provider of a broad range of client server and host enterprise business management application software. Headquartered in Atlanta, Ga., the company specializes in delivering enterprise solutions that deliver results rapidly and have the flexibility to be adapted quickly and easily to meet changing business conditions.

The Dun & Bradstreet Corporation is the world's largest marketer of information, software and services for business decision making, with worldwide revenue of $5.4 billion in 1995.

CONTACT: Reid H. Gearhart

The Dun & Bradstreet Corporation

[phone]

or

Richard Nicolazzo

Bain Capital

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