Allen Systems Group to Acquire Landmark Systems Corporation

Dec 06, 2001, 00:00 ET from Landmark Systems Corporation

    NAPLES, Fla., and RESTON, Va., Dec. 6 /PRNewswire/ -- Allen Systems Group,
 Inc. (ASG) and Landmark Systems Corporation (Nasdaq:   LDMK) announced today
 that Landmark has accepted a proposal from ASG to acquire all of the
 outstanding common stock of Landmark (par value $.01 per share) not already
 owned by ASG or its wholly owned subsidiary, ASG Sub, Inc., pursuant to a
 merger agreement for $4.75 per share in cash (the "Merger"), except for shares
 owned by Patrick H. McGettigan, Chairman of the Board and a Director of
 Landmark, and Katherine K. Clark, Chief Executive Officer, President and a
 Director of Landmark.  Mr. McGettigan and Ms. Clark have accepted a proposal
 from ASG to acquire their shares immediately prior to the Merger for $4.75 per
 share payable over a period of years plus interest on the unpaid balance.  ASG
 and Landmark have conditioned their agreement on additional terms and
 conditions affecting the anticipated timing of the Merger, including
 shareholder and regulatory approval, satisfactory completion of a due
 diligence inquiry by ASG into the foreign operations of Landmark, the
 completion of which would occur within twenty days of signing the agreement,
 and completion of the transaction no later than April 30, 2002.
 
     Certain statements in this release may be 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, including the failure to receive shareholder or regulatory
 approval, the current financial expectations and assumptions of Landmark's
 management, which may be affected by a number of factors, and the failure of
 the parties to consummate the proposed transactions.  Interested parties
 should refer to the disclosure set forth in Landmark's recent public filings
 for additional information regarding risks affecting Landmark's financial
 condition and results of operations.  Neither ASG, ASG Sub, Inc. nor Landmark
 assumes any responsibility to update any of the forward-looking statements
 contained herein.
 
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SOURCE Landmark Systems Corporation
    NAPLES, Fla., and RESTON, Va., Dec. 6 /PRNewswire/ -- Allen Systems Group,
 Inc. (ASG) and Landmark Systems Corporation (Nasdaq:   LDMK) announced today
 that Landmark has accepted a proposal from ASG to acquire all of the
 outstanding common stock of Landmark (par value $.01 per share) not already
 owned by ASG or its wholly owned subsidiary, ASG Sub, Inc., pursuant to a
 merger agreement for $4.75 per share in cash (the "Merger"), except for shares
 owned by Patrick H. McGettigan, Chairman of the Board and a Director of
 Landmark, and Katherine K. Clark, Chief Executive Officer, President and a
 Director of Landmark.  Mr. McGettigan and Ms. Clark have accepted a proposal
 from ASG to acquire their shares immediately prior to the Merger for $4.75 per
 share payable over a period of years plus interest on the unpaid balance.  ASG
 and Landmark have conditioned their agreement on additional terms and
 conditions affecting the anticipated timing of the Merger, including
 shareholder and regulatory approval, satisfactory completion of a due
 diligence inquiry by ASG into the foreign operations of Landmark, the
 completion of which would occur within twenty days of signing the agreement,
 and completion of the transaction no later than April 30, 2002.
 
     Certain statements in this release may be 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, including the failure to receive shareholder or regulatory
 approval, the current financial expectations and assumptions of Landmark's
 management, which may be affected by a number of factors, and the failure of
 the parties to consummate the proposed transactions.  Interested parties
 should refer to the disclosure set forth in Landmark's recent public filings
 for additional information regarding risks affecting Landmark's financial
 condition and results of operations.  Neither ASG, ASG Sub, Inc. nor Landmark
 assumes any responsibility to update any of the forward-looking statements
 contained herein.
 
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 SOURCE  Landmark Systems Corporation