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Exhibit (a)(11)
ALLEN SYSTEMS GROUP AND VIASOFT ANNOUNCE PRELIMINARY RESULTS
OF CASH TENDER OFFER
Naples, Florida and Phoenix, Arizona -- June 5, 2000--Allen Systems
Group, Inc., ASG Sub, Inc. and Viasoft, Inc. (Nasdaq NM: VIAS) today announced
the preliminary results of their cash tender offer for all of the outstanding
shares of common stock of Viasoft at the offer price of $8.40 per share.
The offer and withdrawal rights expired, as scheduled, at 12:00 midnight,
Eastern time, on Friday, June 2, 2000. Based on the preliminary report of
Equiserve, the depositary for the offer, approximately 16,926,908 Viasoft shares
were validly tendered and not withdrawn (including approximately 788,100 shares
subject to guarantee of delivery), representing approximately 93% of Viasoft's
outstanding shares. ASG Sub, Inc. and Viasoft, Inc. have accepted these shares
for payment, (excluding shares subject to guarantee of delivery, which shall be
accepted and paid for upon completion of delivery). Payment for shares properly
tendered and accepted will be made as promptly as practical and, in the case of
shares tendered by guaranteed delivery procedures, promptly after delivery of
the shares and required documentation.
Allen Systems intends to acquire the remaining shares of Viasoft. Allen
Systems intends to cause ASG Sub to be merged into Viasoft, pursuant to which
each share of Viasoft's common stock still outstanding, other than those held by
ASG Sub, will be converted into the right to receive $8.40 in cash, the same
consideration paid for shares in the tender offer, subject to appraisal rights.
After the merger, Viasoft will be a wholly-owned subsidiary of Allen Systems
Group.
ABOUT ALLEN SYSTEMS GROUP
Founded in 1986, Allen Systems Group, Inc. ("ASG") is a privately held,
computer software company that focuses on providing enterprise software for
breakthrough productivity. ASG provides a suite of Enterprise Productivity
Software Solutions to improve the productivity and performance of corporate IT
systems. Customers worldwide rely on ASG software and services to provide
around-the-clock, behind-the-scenes management of applications, systems and
data.
ASG employs more than 400 associates worldwide. Headquartered in Naples,
Florida, ASG has offices in California, Texas, Georgia, Australia, France,
Germany, Italy, Singapore, South Africa and the United Kingdom, as well as
distribution channels in Asia, Europe, Israel, and Latin America. For more
information, please visit the company's World Wide Web site at www.asg.com.
ABOUT VIASOFT
Viasoft is a leader in understanding enterprise applications to help
companies realize the greatest return on their information technology
investments. Viasoft provides business solutions
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consisting of specialized professional services and award-winning software that
are designed to enable customers worldwide to cost-effectively manage and evolve
their information technology assets. Viasoft provides a broad range of products
and consulting services to support the application modernization needs of large
organizations worldwide, including implementation of e-business within their
operations.
Headquartered in Phoenix, Arizona, Viasoft provides sales and
professional services through regional offices in the United States, Canada,
Australia, Europe and a network of international subsidiaries, distributors and
resellers. For more information on Viasoft's services and technologies, please
visit the company's World Wide Web site at www.Viasoft.com.
IMPORTANT INFORMATION
CERTAIN STATEMENTS IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS, WHICH
ARE BASED ON CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY
EXPECTED FUTURE RESULTS, EXPRESSED OR IMPLIED, BY THE FORWARD-LOOKING
STATEMENTS. INTERESTED PARTIES SHOULD REFER TO THE DISCLOSURE SET FORTH IN
VIASOFT'S RECENT PUBLIC FILINGS FOR ADDITIONAL INFORMATION REGARDING RISKS
AFFECTING VIASOFT'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS. NEITHER ALLEN
SYSTEMS GROUP, ASG SUB NOR VIASOFT ASSUMES ANY RESPONSIBILITY TO UPDATE ANY OF
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.
