FOR IMMEDIATE RELEASE Contact: Dick O'Donnell Borland International, Inc. (408) 439-1631 Sandra Hawker Borland International, Inc. (408) 439-1659 Jill Kramer Ashton-Tate Corp. (408) 927-5070 Fred Hoar Miller Communications (415) 962-9550 BORLAND TO ACQUIRE ASHTON-TATE SCOTTS VALLEY, Calif., -- July 10, 1991 -- Borland International, Inc. (NASDAQ:BORL) and Ashton-Tate Corporation (NASDAQ:TATE) announced today that they have entered into a definitive merger agreement providing for the acquisition of Ashton-Tate by Borland. Under terms of the agreement, which was unanimously approved by the board of directors of both software companies late yesterday afternoon, Ashton-Tate shareholders will receive a fraction of a share of Borland common stock having a market value of $17.50 for each of their shares, provided that no less than 0.346 shares and no more than 0.398 shares will be issued for each Ashton-Tate share. Ashton-Tate has approximately 25.1 million shares outstanding and Borland has approximately 15 million shares outstanding. Completion of the transaction is subject to, among other things, the approval of each company's shareholders and the receipt of all required governmental approvals. It is anticipated that the transaction will be tax-free to Ashton-Tate's shareholders and accounted for as a pooling of interests. The transaction is expected to be completed later this year. As part of the transaction, Ashton-Tate has granted to Borland an irrevocable option, exercisable under certain circumstances, to acquire five million authorized but unissued Ashton-Tate shares, or approximately 19.9 percent of Ashton-Tate's presently outstanding shares, at a price of $17.50 per share. The merger agreement also provides that if the transaction is not completed under certain circumstances Ashton-Tate or Borland may be required to pay a fee of $13.5 million to the other. Commenting on the proposed transaction, Phillippe Kahn, Borland's chairman, president and CEO, said: "Borland and Ashton-Tate are an excellent strategic fit and will have an exceptional organization, with the technology and product breadth to meet customer needs in the '90s. This transaction will allow us to provide a full range of software products -- from databases and spreadsheets to graphics and programming languages -- all designed for client-server computing architectures on a variety of platforms. We intend to protect customer investments in each company's products, including Paradox and dBASE products, and provide a smooth migration path to future technologies." William P. Lyons, chairman and CEO of Ashton-Tate said: "This transaction provides outstanding value for our shareholders and expands our ability to meet customers' current and evolving computing needs. Customers will benefit from our complementary product lines, distribution channels, Ashton-Tate's extensive global operations and Borland's object-oriented technology." Borland officials said they expect to achieve economies of scale and significant operational efficiencies as a result of the merger. Lazard-Freres & Co. is acting as financial advisor to Borland, and Goldman, Sachs & Co. as financial advisor to Ashton-Tate in connection with the transaction. Borland International, Inc., headquartered in Scotts Valley, Calif., is a leading developer of object-oriented business software and programming languages. Borland offers some of the world's most widely used PC software, including Paradox, Quattro Pro, ObjectVision, Borland C++, Turbo C++, Turbo Pascal for Windows and Sidekick. Headquartered in Torrance, California, Ashton-Tate Corporation develops and markets business applications software for a broad range of platforms. The company's major product categories include the dBASE family of database management systems, graphics, word processing and integrated decision support. Ashton-Tate also offers a comprehensive line of training, consulting and support services. # # #