PRINTWARE INC
SC TO-C, EX-22, 2000-12-18
COMPUTER PERIPHERAL EQUIPMENT, NEC
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FOR RELEASE DECEMBER 18, 2000 - 8:00 A.M. EASTERN STANDARD TIME

PLEASE CONTACT

Edward W. Sample, C.E.O.                           Michael DiLorenzo/David McKee
Piranha, Inc.                                      Schwartz Communications
(972) 739-0373                                     (781) 684-0770
[email protected]                           [email protected]


                    PIRANHA, INC. ANNOUNCES INTENT TO ACQUIRE
                    NATIONAL NASDAQ COMPANY, PRINTWARE, INC.

DALLAS, TX--DECEMBER 18, 2000--Edward W. Sample, Chairman and C.E.O. of Piranha,
Inc.  (OTC BB:  BYTE),  announced  today that  Piranha  intends  to  immediately
commence a tender offer to acquire all of the shares of Printware, Inc. (NASDAQ:
PRTW) in a proposed tax-free transaction.

Piranha's tender offer will be issued at a purchase price of $3.75 per share and
has been approved by Piranha's Board of Directors.

Piranha is a cutting-edge  technology  company that  specializes in implementing
digital  workflow  software  solutions,  featuring  innovative data  compression
science.  Piranha's proprietary science and technology have become recognized by
leaders in the printing and publishing,  medical,  financial,  and entertainment
industries.

"Today's  announcement  marks a very  significant  milestone in Piranha's  short
history  because it provides a tremendous  opportunity to incorporate  Piranha's
unique science and technology with Printware's  leadership at the production end
of the printing  process,"  stated  Sample.  "Printware  has made a concentrated
effort  to  focus  on   Internet   applications   that   maximize   its   unique
computer-to-plate  technology.  Piranha specializes in Internet workflow,  image
management and  distribution.  Both Piranha and Printware operate outside of the
conventional  off-set  printing  business by  empowering  conventional  printing
customers  to utilize  the speed,  functionality,  and  universal  appeal of the
Internet. Combined with already developed Piranha digital workflow applications,
image  databases,  and  data  compression  sciences,  Printware's  leading  edge
computer-to-plate  technology  will allow  users who  require  ink-on-paper  and
electronic  publishing to now reach both worlds from a single application.  This
synergistic relationship maximizes the technologies of each separate company."

Piranha's recent acquisition of JJT, Inc. provides a "front end" digital capture
operation with high profile clients  including The Library of Congress,  The New
York Public  Library,  The  University of Texas at Austin and others.  Piranha's
core product,  Piranha Byte,  provides digital asset management,  including data
compression  for  transmission  and storage  efficiencies,  image  database  and
workflow  management  tools.  Piranha Byte has been sold to such notables as DDB
Worldwide,  McCann-Erickson,  and  Quebecor  World.  Piranha Net is a developing
compression  science that  addresses  the need for smaller but better images for
use on web pages,  speeding download time. Piranha Stream is a real-time encoded
streaming media product.  Piranha customers are ideal candidates for Printware's
leading  edge  computer-to-plate   Internet  printing  applications.   Printware
customers are ideal candidates for Piranha's data workflow expertise.


<PAGE>

"While there are numerous advantages to Printware  shareholders I will highlight
four additional reasons that clearly add to the dynamics," Sample continued.

PIRANHA LEADERSHIP:
   o      President, C.O.O., Larry Greybill. Thirty years of industry experience
          with The  Chicago  Tribune,  Associated  Press,  Seven  Worldwide  and
          others.
   o      Chief Technology Officer, Raj Malhotra.  Mr. Malhotra built the online
          infrastructure  for  AP  AdSEND,  the  Associated  Press  system  that
          provides delivery, tracking and archiving services for digital ads.
   o      Director of  Business  Development,  Roy Zucca.  Mr.  Zucca,  formerly
          senior  vice  president  and manager of Print  Technology  for Young &
          Rubicam,  is one of the leading technical  executives in the ad agency
          world.

PIRANHA RESEARCH & DEVELOPMENT:
   o      Director of R&D, Dr. Xialion Wu. Dr. Wu has received  numerous  awards
          including  Distinguished  Research  Professor  at  the  University  of
          Western  Ontario,  and was a member  of the Emmy  Award  winning  JPEG
          Engineering  Group in 1996. Dr. Wu has published over 94 papers in the
          field of  graphics/visualization  and image/multimedia  processing and
          has co-authored a number of patents.
   o      Chief  Scientist,  Carey  Lotzer.  With a  degree  in  Geophysics  and
          significant  experience  in  Analytical   Mathematics,   Mr.  Lotzer's
          proprietary  compression  algorithms  are  the  foundational  building
          blocks of Piranha, Inc.

PIRANHA ADVISORY BOARD:
   o      Time, Inc.
   o      Newsweek
   o      R.R.Donnelley and Sons Company
   o      QuadGraphics, Inc.

PIRANHA SALES AND MARKETING:
   o      Director of International Business, Alan Fairnington. Mr. Fairnington,
          formerly  president  of  J.  Walter  Thompson's  Asia-Pacific  region,
          directs the Company's international sales and marketing efforts.
o         Regional  Manager,   North  America,   Hoshin  Seki.  Mr.  Seki  is  a
          well-recognized leader in quality assurance and technology development
          in the advertising and print production worlds.

"The structure of the proposed  acquisition would result in Piranha's conversion
to a National  Nasdaq  company",  explained  Sample.  "This  will  significantly
broaden our representation in the marketplace and will allow analyst coverage of
our company."

MORE INFORMATION ABOUT PIRANHA, INC. IS AVAILABLE AT WWW.PIRANHA.COM.
                                                     ---------------

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Included in this press release are certain "forward  looking"  statements within
the meaning of the  Securities  Act of 1933,  as amended.  Although  the Company
believes that the expectations  reflected in such forward looking statements are
reasonable,  actual results may differ  materially from those anticipated in the
forward  looking  statements  as a result of  certain  factors  including  sales
levels,   retention,   competition  trends,  and  other  market  factors.   This
announcement  does  not  constitute  an offer  of any  securities  for sale or a
solicitation of an offer to buy any securities.

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