July 17, 2003

The Sage Group plc, Best Software and Timberline Software Announce Definitive Merger Agreement

My spin: The verticalization of the software industry continues. Many of the financial software vendors now offer vertical pacakges for accountants, construction industry and others.

News Clip: IRVINE, Calif., BEAVERTON, Ore., July 16 /PRNewswire/ -- Best Software today announced a definitive agreement between its parent company, The Sage Group plc, and its wholly-owned subsidiary and Timberline Software Corporation , under which Best Software would acquire Timberline, a leading supplier of integrated financial and operations software and services for small to mid-sized businesses in the construction and real estate industries. Under the terms of the agreement, unanimously approved by Timberline's board of directors, Timberline shareholders will receive $8.25 per share in cash for their common shares, a premium of 33.3% to the closing share price of Timberline on July 16, 2003, valuing the deal, on an enterprise basis, at $91.9 million, and on an equity basis at $102.9 million. The merger is subject to approval by Timberline shareholders as well as customary approvals under antitrust laws and other customary closing conditions, and is expected to be completed by the end of calendar Q3 or early Q4 of 2003. Upon completion of the merger, Timberline will become a wholly-owned subsidiary of Best Software.

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