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To: Ian Burton who wrote (1037)	9/14/1998 8:53:00 AM
From: PCSS	Respond to of 1069

Use of Year 2000 Service Providers to Continue After the Millennium Project, According to IDC biz.yahoo.com Good for BOTH ISLI and MIFGY Michael

To: Ian Burton who wrote (1037)	9/15/1998 9:13:00 AM
From: Mike Healy	Read Replies (2) \| Respond to of 1069

Ian suggests: <Well - it is an agreed merger, so why should you get a minimum price?> This comment is insulting to anyone remotely familiar with stock swaps. Floors and collars are not uncommon. ISLI erred, and/or received bad advice, in accepting a fixed exchange rate with a company whose acquisition currency (stock) was significantly overvalued at the time (higher multiple) relative to ISLI stock. ISLI's reaction to this mistake was to comment that it this was a "true merger" (a non-arguement that Ian has just repeated). This gibberish is not a rational justification for having screwed up the purchase terms. It is merely an excuse. It is "spin". Not very good spin...but the best they could come up with. Ian further comments: <Both ISLI and MIFGY have taken a very similar hit in terms of share price decrease since merger announce on 17Jun98.> Hmmm. I wonder if it is possible...just remotely possible... that this has occurred because ISLI tied itself to MIFGY at fixed exchange rate. ISLI probably asked for a floor or collar andc Micro Focus management wisely held firm. If it goes through this is a great deal for the MIFGY shareholder. MIFGY is a company with a great past...and a multiple (at least until recently) that goes with the kind of growth that the Euro/Y2K phenomena can produce. Now the market realizes that the revenue prospects and growth post-Euro/Y2K are highy uncertain... MIFGY management was smart to find an acquisition, using their overvalued currency, that would give them a growth engine for the FUTURE (ie. ISLI's dominant VCS and Data Direct franchises). Please spare me arguments about MIFGY's future in generic systems integration projects post-Y2K/Euro. I know full well what kind of multiple a run-of-the-mill systems integrator attracts when it lacks a growth-spiking niche like Euro/Y2K. So why is ISLI mgmt still pushing hard for this merger ? Because mgmt signed an agreement! (ie. they have agreed to support the merger...legally). Fortunately, the shareholders must also agree. As far as management is concerned, some of them may have already made other plans with their lives. I'm sure all the shareholders are sympathetic. Its time we reminded management who they are working for. We need to send them a message about this merger. Dump it. Run this company to capture the growth and value represented by PVCS and DD. Or turn over the reigns to someone who will. Or sell it for a fair price. ISLI has a 12x multiple for current year estimates ? This is insane. Free it from the MIFGY chains now. I sent my modest 4500 vote "message" and encourage others to do the same.

To: Ian Burton who wrote (1037)	9/15/1998 12:05:00 PM
From: Sorin A. David	Respond to of 1069

You are right in your perspective. From my end though, I am looking at it as a sale of ISLI to MIFGY. If I make a sell, with the deal closing some time in the future, I would most certainly want the guarantee of a minimum price in case something unforeseen happens (such as te stock of both companies tanking...). Why in the World would I sell the company (call if merge, if you must), and have no idea if I get $1 or $1 billion for it? Makes completely no sense to me. The cash that ISLI will get with such a stupid deal will be about 40% less than what it would have received at the time the merger was announced, and nobody can claim that this drop will not have a material impact on the company going forward.