ECsoft and Astral announce merger.

LONDON, England--(BUSINESS WIRE)--April 3--ECsoft Group plc ("ECsoft" or the "Company"; Nasdaq: ECSGY) announced today a definitive agreement to merge the Swedish IT services company Astral AB into ECsoft.

Astral, which is based in Stockholm, has a workforce of 56 and revenues of approximately SK 37.5 million ($4.9 million) for 1996. It delivers a range of IT services to provide client/server solutions which incorporate mainframe servers, desktop environments and Internet technologies. Through its specialist subsidiary, Astral RadioCom AB, Astral provides leading IT services in radio communications and related technologies, including systems to support GSM networks.

ECsoft, which has been quoted on Nasdaq since December 1996, has a workforce of over 460 with major offices in the UK, Norway and Denmark and a smaller operation in Sweden. ECsoft provides a broad range of IT services to large European organisations, ranging from traditional mainframe skills to leading client/server and Internet expertise. Its strategy is to provide a strong presence and understanding of the market in its local territories, which is backed by pan-European resources and leading technical expertise.

Terje Laugerud, president and CEO of ECsoft Group plc, commented, "We have found that Astral, from its employees, customer base and projects to its management style, is a clear cultural fit with ECsoft, and that both companies share a common strategic vision. This initiative is an important step forward in our long-term growth strategy. Combining with Astral, we significantly strengthen our Swedish market presence and extend the range and depth of advanced skills available to all our customers, across Europe." "By joining forces with ECsoft we will be able to continue the growth of our leading-edge operations and consolidate on our successful formula in the Swedish market", said John Wattin, chairman of Astral AB. "We also gain the additional stature of a publicly listed company, and are now able to offer our Swedish customers a broader, international base of expertise"

The combined Swedish operation will be known as Astral-ECsoft AB. The senior management team will be headed by current Astral directors, with John Wattin as chairman and Christian Mattsson as managing director. It will operate from the existing Astral offices in Stockholm. This will continue the activities of the existing Swedish companies: Intergrert Data Consult AB (ECsoft's subsidiary), Astral AB, Astral IT-Konsult AB and Astral RadioCom AB. The operations of these companies are planned to be fully integrated in May 1997.

It is expected that the merger will be treated for tax purposes as a tax-free exchange of stock accounted for as a "pooling of interests", valuing Astral at approximately SK 49 million ($6.4 million).

ECsoft provides information technology consulting, applications development and system integration services to large European-based companies and organizations across a broad range of industries. It has a solid reputation for deploying proven leading technologies in rapidly implemented and cost-effective solutions for mission- critical business processes. Working through the flexible deployment framework of its Practicology(tm), ECsoft enables its customers to migrate from legacy environments to enterprise-class distributed systems and extend these into the market through electronic commerce using the Internet and extranets. ECsoft's expertise also includes data warehousing and large scale application package implementation. Operating from 7 major offices in the United Kingdom, Norway, Denmark and Sweden, ECsoft currently has a workforce of 461, consisting of 388 employees and 73 independent contractors. More information about ECsoft can be found on the World Wide Web at http://www.ecsoft-group.com

Statements contained in this release that are not historical facts may contain forward-looking information with respect to the plans, projections or future performance of the Company, the occurrence of which involve certain risks and uncertainties. Potential risks and uncertainties include, without limitation, continued competitive pressures in the marketplace; attracting and retaining technically skilled employees; the Company's ability to manage its growth; successful integration of acquired companies; managing risks associated with customer projects; dependence on trends toward open systems computing architecture and outsourcing; and the Company's ability to develop information technology solutions that keep pace with rapid and continuing changes in computing technology, evolving industry standards and changing customer preferences. More information on potential factors that could affect the Company's financial results are included in the Company's filings with the Securities and Exchange Commission, particularly in the prospectus with respect to its public offering in December 1996.

ECsoft Group plc

Registered office: 269 High Street, Berkhamsted HP4 1EG, ENGLAND E-mail: [e-mail] www: http://www.ecsoft-group.com ECsoft(r), the ECsoft logo and Practicology(tm) are trademarks of ECsoft Group plc.

CONTACTS: Peter Harris 

Chief Financial Officer, ECsoft Group

[phone] / [e-mail]

Forbes Cook

Investor Relations, ECsoft Group

[phone] / [e-mail]

101 Wigmore Street, LONDON W1H 9AB

Fax: [phone]

John Wattin

Chairman, Astral AB

[phone] / [e-mail]

Linnegatan 9-11 114 47 STOCKHOLM