Integrated Systems Acquires TakeFive Software; Provides Open Multi-Platform Environment for Embedded Applications.

SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 31, 1995--Integrated Systems, Inc. (NASDAQ:INTS) today announced that it has completed the acquisition of privately-held TakeFive Software GmbH of Salzburg, Austria. TakeFive Software develops and markets SNiFF+, an open extendible multi-platform environment for productivity and quality enhancement in the development of large complex C/C++ applications. SNiFF+ was ranked as the "most innovative new application software" at Sun World 1995 in San Francisco, California earlier this year.

TakeFive Software has experienced growth of approximately 100% per annum over the last two years with a current annualized revenue run rate of over $4 million. The company has been profitable for the last four quarters. Following the acquisition, TakeFive Software will operate as a wholly-owned subsidiary of Integrated Systems.

In connection with this transaction, Integrated Systems issued common stock in exchange for TakeFive Software stock. The number of shares issued is less than 5% of the outstanding common stock of Integrated Systems. The acquisition will be accounted for as a pooling of interests. Following an as yet undetermined one-time charge in the current quarter to reflect certain costs and other intangible charges associated with the transaction, the acquisition is expected to be non-dilutive to Integrated Systems earnings on a continuing basis.

Naren Gupta, chairman of Integrated Systems states, "SNiFF+ is a powerful environment to manage the development of sophisticated C/C++ applications. It provides a real productivity boost through its fuzzy parser, code management front-end, and open interfaces to compilers and debuggers. Its open architecture allows Integrated Systems to further evolve its open tools strategy for pSOSystem application development and bring unique object-oriented technology to real-time programmers. We will be able to support a variety of debuggers, compilers, and related tools under a uniform GUI. This is a tremendous benefit to both pSOSystem and MATRIXx users because it will allow them to select the best tool for each stage of their application development and integrate those tools under a common framework."

Christian Kleinferchner, president of TakeFive Software comments, "TakeFive is focused on the development of leading-edge productivity and quality enhancing software tools based on state-of-the-art object-oriented technology. SNiFF+ has demonstrated a tremendous benefit in a variety of user applications. Our association with Integrated Systems will help us move aggressively with our development plans and provide an extensive sales channel for a broader distribution of our products worldwide. We are committed to continue with our current strategy and focus on SNiFF+. Both companies have always placed a great importance on technological leadership."

SNiFF+

SNiFF+ is a C++ programming environment with a set of tools that provide extensive analysis, browsing, and management of C and C++ code. SNiFF+ works with a choice of compilers and debuggers thus providing a degree of flexibility that is unavailable elsewhere. The design of the user interface is user-friendly, making the learning curve for the first-time user very short.

Steve McClure, Director of Object Tools at International Data Corporation, Framingham, Massachusetts, comments, "The potential for SNiFF+ is great. It is one of the first C/C++ programming toolsets designed to integrate well with other frameworks and tools. TakeFive Software entered the market at an opportune time. The window of opportunity for a tool vendor of this genre is open."

SNiFF+ has an installed base of several thousand users. TakeFive major customers include Siemens, Alcatel, AT&T, Dassault Systems, Nokia, Deutsche Bank, and Fidelity Investments. Some of the major successes of TakeFive are as follows:

SNiFF+ is the C++ program development environment of choice at Union Bank of Switzerland for all its information management applications.

Ericsson selected SNiFF+ as one of the corporate tools for C and C++ development because of SNiFF+'s scalability, flexibility, and portability. Ericcson's applications range from embedded systems in telephone switches to workstation-based management applications.

Taligent has licensed SNiFF+ for use internally for its own development and to offer as one of the development options for the Taligent Application Environment, CommonPoint. Taligent chose SNiFF+ because of its ability to work with a variety of editors, compilers, and debuggers and on different hardware platforms.

TakeFive

TakeFive was founded in 1992. Its worldwide headquarters are located in Salzburg, Austria, with U.S. headquarters in Cupertino, California. The first version of SNiFF+ was developed at UBILAB, the information-processing research laboratory of the Union Bank of Switzerland. A team of five development engineers working in a consulting organization spun off to form TakeFive. With close ties to UBILAB, TakeFive was founded to bring SNiFF+ to market under an exclusive partnership. After SNiFF+ was productized and commercialized, it has been adopted by the Union Bank for its internal needs. As a result, the company not only has access to a large team of end users who provide early feedback, but also a partner to help in its ongoing and future product development.

Integrated Systems

Integrated Systems, Inc., headquartered in Santa Clara, California, is a leading worldwide provider of embedded operating software and simulation and control design software tools. Its products are used extensively in the telecommunications/data communications, automotive, multimedia, entertainment, office/retail automation, aerospace and process control industries. The company focuses on tools that help manufacturers bring higher quality, more fully featured products to market faster. Sales and services offices are located worldwide in Asia, Europe and the United States. -0-

Note to Editors: MATRIXx and pSOSystem are trademarks of Integrated Systems, Inc. SNiFF+ is a trademark of TakeFive Software GmbH. All other names mentioned are the property of their respective owners.

CONTACT: Integrated Systems Inc., Santa Clara

Naren Gupta, 408/980-1500 ext. 304 (press)

[e-mail]

or

Steven Sipowicz, 408/980-1500 ext. 548 (financial)

[e-mail]

or

TakeFive Software, GmbH

Christian Kleinferchner, 011/43-662-457915

[e-mail]