Investment Group to Acquire Kofax for $12.75 per Share in Cash.

NEW YORK--(BUSINESS WIRE)--July 28, 1999--

An investment group formed by Dresdner Kleinwort Benson Private Equity Partners, L.P. and DICOM GROUP plc (LSE: DCM) announced a definitive agreement to acquire all the outstanding shares of Kofax Image Products, Inc. (NASDAQ: KOFX) in an all cash transaction valued at $70.5 million, or $12.75 per share.

A tender offer for Kofax's shares is expected to commence within five business days and is subject to receiving acceptances for more than 50% of the fully diluted shares, among other conditions. Certain of Kofax's directors and executive officers holding shares representing 19.5% of Kofax's current outstanding share capital (17.5% on a fully diluted basis) have agreed to tender 17.7% of the outstanding share capital (15.9% on a fully diluted basis) and to vote for and exchange in the Merger their remaining shares. The transactions contemplated by the Merger Agreement have been approved by the Board of Directors of Kofax. The tender offer is expected to close by the end of August. After the consummation of the Merger, Kofax's executive officers' stake in the investment group will be approximately 5.6%.

The investment group, including some members of Kofax's management, has committed to invest $21.3 million in the aggregate and has obtained a total underwritten commitment from Dresdner Bank AG for $60.0 million in debt instruments. A portion of this debt is expected to be repaid from Kofax's existing cash balances, which stood at over $25.3 million as of March 31, 1999.

Dresdner Kleinwort Benson North America LLC, the North American investment banking subsidiary of Dresdner Bank AG, is advising DICOM on the transaction and will act as Dealer Manager for the tender offer with MacKenzie Partners, Inc. serving as the information agent. C.E. Unterberg, Towbin has provided a fairness opinion for Kofax.

Based in Irvine, California and founded in 1985, Kofax is a leading supplier of both application software and image processing products for the imaging, workflow and document management market. The Company specializes in the document and data capture and document storage product segments, which are essential to helping paper intensive organizations economically and reliably capture and store critical business information. The company sells its products through a worldwide network of distributors, system integrators and value-added resellers. Kofax generated $37.0 million in net sales and $5.5 million in operating profit for the twelve months ended March 31, 1999.

DICOM GROUP plc, headquartered in Aldermaston, Berkshire, UK, is a holding company for a group of businesses which distribute document imaging processing (DIP) equipment in Western and Central Europe and certain computer peripherals in Switzerland and Austria. The company provides a range of value-added services including support and maintenance for technically complex products in the DIP market. DICOM works with its customers and partners in 16 European and four Asian countries in developing solutions for data and document management, independent of manufacturer. The company also provides components and associated services for handling digital information. DICOM generated (pound)77.5 million ($123.3 million based on yesterday's closing exchange rate of $1.5906 = (pound)1) in revenues for the twelve months ended December 31, 1998.

Dresdner Kleinwort Benson Private Equity Partners, L.P. is an affiliate of Dresdner Bank AG, one of the world's largest banks with $448 billion in assets and $225 billion in funds under management as of March 31, 1999. Dresdner Bank's worldwide private equity business has over 70 professionals operating in 7 countries and manages over $2 billion in private equity investments. Dresdner Kleinwort Benson Private Equity Partners L.P., based in New York, invests primarily in private U.S. small and middle market companies in conjunction with experienced management teams.