COMPANY NEWS

NetManage acquires FTP Software

Combined entity a single source for web-to-host,
server-based thin-client and thick-client PC connectivity
to UNIX, AS/400 and IBM mainframe hosts

CUPERTINO, Calif. and NORTH ANDOVER, Mass., Aug. 27, 1998 — Stockholders of both companies yesterday approved the NetManage®, Inc. (Nasdaq: NETM) acquisition of FTP Software®, Inc. (Nasdaq: FTPS).

FTP stockholders receive .72767 NetManage share for each FTP share and related right under FTP’s shareholder rights plan.

The combined companies become a single-source supplier for software solutions connecting desktop PCs to UNIX, midrange AS/400, and IBM mainframe computers. The company now offers a broader range of solutions, from the traditional "thick" client to "thin" clients, as well as web access to any host system utilizing both Java and Active X-based solutions.

"Acquiring FTP Software is critical to our strategy of maintaining a leadership position in the connectivity market," said Zvi Alon, president and CEO of NetManage. "Our strength in traditional connectivity and web-to-host access now combines with centrally managed network administration and server-based connectivity solutions. This acquisition puts us ahead of the market as it moves toward server-based and web information access solutions. The merger also provides us a stronger presence in worldwide distribution and service, which enables us to better meet the needs of our customers around the world."

"Let me reinforce our commitment to our customers to support all our major products. We plan to continue our tradition of excellent support for OnNet®, InterDrive® and other products from FTP, as well as NetManage’s Chameleon family of products, NS/Portfolio, Relay Gold, and SupportNow," Alon said.

About NetManage

NetManage, founded in 1990, provides complete PC connectivity solutions, offering world-class Windows applications for connecting to UNIX, AS/400midrange and IBM mainframe host systems. The company also provides tools for live support via the Internet for independent software vendors and corporations.

FTP Software, now a wholly-owned subsidiary of NetManage, provides high-performance connectivity software with unique, centralized management capabilities that simplify host access for users of all abilities, protect sensitive corporate information, and reduce the cost of software deployment and administration. FTP Software is a market leader in network applications suites with over 10 million installations at Fortune 1000 businesses and government agencies worldwide.

NetManage helped drive the emergence of open networks through its TCP/IP applications and has made significant contributions to important industry standards including both WinSock and NS/Router. NetManage sells and services products worldwide through its direct sales force, international subsidiaries and authorized channel partners from its headquarters in Cupertino, California. For additional information, connect to: http://www.netmanage.com; send e-mail to info@netmanage.com, or call 408.973.7171.

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This press release contains forward-looking statements. These forward-looking statements include expectations relating to the acquisition of FTP Software by NetManage and the resulting benefits in breadth of product line and the ability to meet ongoing customer requirements, including: increased size and worldwide coverage of the sales, service, and support organizations resulting in incremental business; and the ability to create new business opportunities resulting in expanded revenues. Actual results may differ materially due to factors including, but not limited to: NetManage’s ability to develop and ship products leveraging the developments of the individual entities; NetManage’s ability to retain and restructure qualified sales, service, and support personnel through the acquisition; NetManage’s ability to recognize and capitalize on new business activities; the impact of competitive products and pricing; the fluctuating demand for PC connectivity including recent uncertainty in Asian markets; and the risk that anticipated synergies and cost savings from the acquisition may not result. Other risks and uncertainties are contained in NetManage’s reports filed with the Securities and Exchange Commission.

NetManage, Chameleon UNIXLink, Chameleon HostLink, the NetManage logo and the lizard logos, Relay Gold and NS/Portfolio, are trademarks or registered trademarks of NetManage, Inc., and FTP Software, OnNet and InterDrive are trademarks or registered trademarks of FTP Software, Inc., in the United States and other countries. UNIX is a registered trademark in the U.S. and other countries, licensed exclusively through X/Open Company Limited. IBM and AS/400 are registered trademarks in the U.S. and other countries of International Business Machines Corporation. All other trademarks are the property of their respective owners.