MCI AND SHL Systemhouse, leading systems integration and outsourcing company, enter into acquisition agreement; Positions MCI as global, single-source provider of information and communications services.

WASHINGTON, D.C.--(BUSINESS WIRE)--Sept. 20, 1995--MCI Communications Corporation (NASDAQ: MCIC) and SHL Systemhouse Inc. (NASDAQ:SHKIF), one of the world's largest providers of information technology (IT) services to commercial and government enterprises, announced today that they have entered into an agreement for MCI to acquire SHL. MCI will acquire the company for approximately US $1 billion or US $13 per share.

MCI said the move will help its business customers become more competitive. Combined, the two companies will address customers' growing demand for the integration of multiple converging technologies and the need to translate these technologies into specific business applications. As a result of the acquisition, MCI will deliver even more robust IT services and products to its business customers by designing, building and managing information solutions that integrate computing and communications technologies.

The acquisition of SHL was the logical next step in the company's strategy to provide business customers with a fully integrated suite of communications and information advantages, MCI said. Last month, the company introduced networkMCI Solutions offering hardware, software and consulting services together with its traditional telecommunications services.

"Customers want to focus on their core business. They no longer want a la carte communications and information services but strategic partners who are integrated into their clients' operations," said Gerald H. Taylor, MCI president and chief operating officer. "We introduced our Integrated Client Services Division last year to respond to this pent-up customer requirement. Customer response has outstripped even MCI's ability to fulfill it internally.

"We have worked with virtually every credible systems integrator in North America to meet this demand. SHL was the perfect partner for MCI," Taylor added. "The companies complement each other culturally, geographically, technologically and economically. Combining these companies into one provides the technical and business expertise as well as size and scale to exploit this opportunity."

"SHL and MCI have worked closely together for a number of years," said John R. Oltman, SHL chairman and chief executive officer. "Our cultures are compatible; our services and expertise complementary.

"The combination of the vast computing and communications expertise of both organizations creates a formidable force in the market," Oltman added. "We can now deliver the total solution to any client on a global basis. In essence, this new partnership is the manifestation of our vision, and everyone -- our employees, customers and shareholders -- all win."

SHL is a leader in the $40 billion U.S. information technology services market and is widely regarded as being the leader in the development of client/server services, MCI said. A client/server system is one in which single-user desktop computers (clients) are linked through networks to one or more powerful personal computers or mainframes (servers) that perform centralized computing and database functions. Over the last few years, businesses have moved from centralized mainframe-based systems to more distributed, flexible and efficient client/server systems. This market is growing more than 20 percent per year.

SHL, headquartered in Ottawa, Canada, had 1994 revenue of Cdn $1.2 billion. Following the tender offer, SHL will operate as a stand alone company. MCI's existing professional services organization, which provides an array of network management services, will be combined with the new company.

The acquisition will be accomplished through a tender offer in compliance with Canadian takeover bid rules to acquire all the outstanding shares of SHL. Closing the transaction is conditioned upon the tender of at least 75 percent of the shares. MCI expects to mail the offer to shareholders in early October and, subject to regulatory approvals, complete the acquisition by mid-November. Warburg, Pincus Investors, L.P., the company's largest shareholder with in excess of 12 percent of the outstanding shares, has agreed to tender in the offer.

The proposed agreement has already been approved by both the MCI and SHL boards of directors. The acquisition is subject to approval under the Investment Canada Act, the Canadian Competition Act, and subject to Hart-Scott-Rodino review.

A recognized leader in enabling business transformation through client/server computing, SHL (Toronto/Montreal:SHK) is widely credited with having defined the TRANSFORMATIONAL OUTSOURCING (TM) services market. SHL employs more than 5,000 professionals who serve major commercial and public sector clients in North and South America, Europe and Asia.

MCI, headquartered in Washington, D.C., is one of the world's largest and fastest-growing diversified communications companies. With annual revenue of more than $13 billion, MCI offers consumers and businesses a broad portfolio of services including long distance, wireless, local access, paging, Internet software and access, information services, business software and advanced global telecommunications services. -0- EDITORS'S NOTE:

CONFERENCE CALL INFORMATION: MCI president and chief executive officer Gerald H. Taylor will host a conference call for media and industry consultants at 10:45 a.m. EDT today. To access the call, dial 1-800-988-9611, passcode MCI. International callers may access the conference by calling 1-319-326-5200, passcode MCI. The call will be re-broadcast for 24 hours and can be accessed by calling 1-800-593-1459, passcode 1415.

CONTACT: MCI Communications Corp.

Kevin Inda, 1-800-644-NEWS

[e-mail]

or

SHL Systemhouse Inc.

Rick Gray, 1-800-644-NEWS

Internet: [e-mail]