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NetManage Advises Stockholders to Take No Action at This Time in Response to Commencement of Unsolicited Partial Tender Offer by Riley.


CUPERTINO, Calif. -- NetManage, Inc. (Nasdaq:NETM), a leading software company that provides solutions for integrating, Web enabling and accessing enterprise information systems, confirmed today that Riley Acquisition LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, which is owned by Riley Investment Partners, L.P. (formerly known as SACC SACC School-Age Child Care
SACC South African Council of Churches
SACC South Arkansas Community College (El Dorado)
SACC Standard Acquisition Clauses and Conditions (Canada)
SACC Sexual Assault Crisis Center
 Partners LP) has commenced an unsolicited partial tender offer to purchase up to 1,296,890 shares of NetManage common stock for $5.25 per share in cash. According to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 the offer to purchase filed with the Securities and Exchange Commission, the offer will expire at 5:00 p.m., New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 time, on January 22, 2007 unless Riley decides to extend the offer.

NetManage is evaluating the tender offer. NetManage's Board of Directors, consistent with its fiduciary duties and in consultation with its advisors, expects to meet in due course to review and discuss these matters and thereafter will advise NetManage stockholders of its position, if any, regarding the tender offer. NetManage will file a solicitation/recommendation statement on Schedule 14D-9 stating its recommendation, if any, regarding the tender offer within 10 business days of the commencement of the tender offer and mailing a copy thereof to NetManage's stockholders. In the interim, NetManage urges its stockholders to defer making a determination whether to accept or reject the tender offer until NetManage's Board of Directors has met and stated its position with respect to the tender offer.

About NetManage

NetManage, Inc. (NASDAQ:NETM) a software company that provides solutions for integrating, Web enabling, and accessing enterprise information systems. More than 10,000 customers worldwide, including a majority of the Fortune 500, have chosen NetManage for mission critical application integration. For more information, visit www.netmanage.com.

[c] 2006 NetManage, Inc., its subsidiaries, and its affiliates. All rights reserved.

Notice to Investors

This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities. A solicitation and offer to buy shares of NetManage common stock is being made pursuant to an offer to purchase and related materials that Riley Investment Partners, L.P. has filed with the Securities and Exchange Commission. Riley Investment Partners, L.P. has filed a tender offer statement on Schedule TO with the Securities and Exchange Commission and NetManage will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. In addition, this communication is not a solicitation of a proxy from any security holder of NetManage, Inc. NetManage intends to file with the Securities and Exchange Commission a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 and other relevant documents to be mailed to security holders in connection with the 2007 Annual Meeting of Stockholders of NetManage and to mail a definitive proxy statement to security holders of NetManage in connection therewith there·with  
adv.
1. With that, this, or it.

2. In addition to that.

3. Archaic Immediately thereafter.

Adv. 1.
. The proxy statement and the tender offer statement (including the offer to purchase, related letter of transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 and other offer documents) and the solicitation/recommendation statement, when available, will contain important information that should be read carefully and considered before any decision is made with respect to a proxy solicitation and/or the tender offer, as appropriate. All of these materials will be sent free of charge to all stockholders of NetManage by Riley or NetManage, as appropriate. In addition, all of these materials (and all other materials filed by NetManage with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Riley has stated that free copies of its offer to purchase, related letter of transmittal and certain other offering documents will be made available free of charge by Riley, and NetManage expects that Riley will make its proxy statement available free of charge once available. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by NetManage by contacting NetManage Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 at NetManage, Inc., 20883 Stevens Creek Boulevard, Cupertino, California 95014, Attention: Investor Relations or at (408) 342-7637.

Note Regarding Forward Looking Statements

This press release contains, in addition to historical information, forward-looking statements that are intended to be covered by the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provided by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. All statements included in this press release concerning activities, events or developments that NetManage expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements. Additional information on these and other risks, uncertainties and factors is included in NetManage's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
, Current Reports on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 and other documents filed with the Securities and Exchange Commission.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Dec 27, 2006
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