Recommended Tender Offer to Acquire Best for $445m

Sage Group PLC
12 January 2000



Not for release or distribution in or into the USA, Japan, Canada
or Australia


THE SAGE GROUP PLC ('SAGE')

Recommended tender offer for Best Software, Inc. ('Best')and Vendor
Placing

- Recommended tender offer to acquire Best, listed on NASDAQ, for
  approximately $445 million (£272 million).
  
- The tender offer is $35 in cash per Best share, a 24 per cent.
  premium to the closing price of a Best share of $28.25 on 10
  January 2000 (the latest practicable date prior to this
  announcement).
  
- The tender offer will be financed by a vendor placing of 43.7
  million new Sage shares representing 3.6 per cent. of the
  current issued share capital of Sage to raise at least £272
  million.
  
- Best is a leading provider of asset management software
  solutions which help organisations improve the management of
  their people, fixed assets and planning processes. Best's
  payroll and fixed assets software products complement Sage's
  existing accounting software solutions.
  
- Best distributes its products through an established value added
  reseller network, a channel strategy which is very similar to
  that employed by Sage.
  
- Sage is familiar with the Best product range and is an active
  reseller of Best's payroll and fixed asset solutions.  Best's
  products are also well known to Sage's value added reseller
  channel.
  
- Best's new Imperativ product suite, which employs leading-edge
  Internet technology, will provide Sage with the opportunity to
  accelerate the development and introduction of its web-based HR
  and payroll services to the US market.
  
- The acquisition of Best will provide Sage with a greatly
  expanded platform from which to grow its business in the
  strategically important US market.
  
Commenting on today's announcement, the Group Chief Executive, Paul
Walker, said:

'The acquisition of Best represents an exciting opportunity for the
Sage Group.  Best has high quality products, a powerful value added
reseller network and a substantial customer base.  The strategic
fit with our existing US businesses is strong.  Best's leading
position in fixed assets, HR, payroll and budgeting software
complements Sage's existing strength in core accounting software.
In addition Best's advanced Imperativ Internet technology will
enable us to accelerate the introduction of web-based HR management
and payroll applications to the US market. Our combined businesses
will represent a powerful force in the US small to medium-
sized business market.  The strong first quarter gives the Board
confidence about the prospects for the full year.'


PRESS ENQUIRIES:

The Sage Group                  0171 831 3113 today
Paul Walker, Chief Executive    0191 255 3000 thereafter
Aidan Hughes, Finance Director  
                                
Deutsche Bank                   0171 545 8000
Chris Airey   
Nicola Stevens                  
                
                                
Financial Dynamics              0171 831 3113
Giles Sanderson                 
Jon Earl                        

Please note:  there will be a meeting for analysts and
institutional investors that will  commence at 8.45am for 9.00 a.m.
this morning at the offices of Deutsche Bank, Winchester House, 1
Great Winchester Street, London EC2N 4DB.

Deutsche Bank, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Sage and
for no one else in relation to the acquisition of Best and the
vendor placing and will not be responsible to any other person for
providing the protections afforded to its customers or for advising
any other person in relation to the acquisition of Best or the
vendor placing.

This press release is not an offer of securities for sale in the
United States and Sage securities may not be offered or sold in the
United States absent registration with the U.S. Securities and
Exchange Commission or an exemption from registration, and no such
registration or public offering of Sage securities in the United
States is planned.

INTRODUCTION

Sage is today announcing a recommended offer to be made by its US
subsidiary (Bobcat Acquisition Corp.) for the entire issued share
capital of Best for a total consideration of $445 million which
values Best at £272 million on a fully diluted basis (excluding the
option held by Sage to purchase shares equal to 19.9% of the
outstanding shares of Best).  This represents $414 million (£252
million) for the issued equity of Best and $31 million (£19
million) for outstanding options.

Sage is financing the acquisition through a vendor placing to raise
not less than £272 million by the issue of 43,707,488 new Sage
shares (representing 3.6 per cent. of the current issued share
capital of Sage).  The placing has been fully underwritten by
Deutsche Bank.

The offer of $35 per Best share represents a premium of 24 per
cent. over the  closing price of a Best share of $28.25 on 10
January 2000 (the latest practicable date prior to this
announcement).

The Directors of Best have agreed to recommend the offer and Sage
has received undertakings to tender shares from the Directors and
executive officers of Best who beneficially own in aggregate
1,007,859 Best Shares (representing approximately 7.5 per cent. of
the fully diluted share capital of Best (excluding the option held
by Sage to purchase shares equal to 19.9% of the outstanding shares
of Best)).

BACKGROUND TO THE ACQUISITION OF BEST

The principal activity of the Sage Group is the development,
distribution and support of branded PC accounting and payroll
software and related products for small to medium sized enterprises
('SMEs').

Since flotation in December 1989, the Sage Group has grown both
organically and by acquisition.  In the last five years, the Sage
Group has increased turnover and earnings per share at an average
annual compound rate of 43.2 per cent. to £307.0 million and 36.0
per cent. to 42.24p (4.224p after the share split) respectively.

The Group's expansion into overseas markets has been effected over
the past five years through a series of strategic acquisitions.
This growth strategy reflects the Board's belief that acquiring a
leading brand in an overseas market with an established
distribution network, a substantial customer base, and in
particular, a product range that has been specifically developed to
comply with that market's legislative, fiscal and accounting
conventions, is more effective than developing a product in one
market and attempting to sell that product cross-border into other
markets.

Sage's acquisition strategy over the past five years has resulted
in the Group acquiring interests in significant businesses in the
UK, France, Germany and the USA.  These businesses have benefited
from Sage's skills in brand management, product marketing and
channel management as well as from its expertise in installed base
marketing (the marketing of products and services to existing
customers to generate increasing streams of recurring revenues).
The successful integration of these businesses into the Group has
contributed significantly to the Group's performance over this
period and to Sage's position as one of the leading international
players in PC accounting software products and services.

The Group intends to sustain growth in revenue and earnings per
share not only by ensuring that the Group's existing businesses
continue to be managed more productively, but also by making
appropriate acquisitions in both new and existing markets.  The
offer announced today to acquire Best represents an important step
in the Group's expansion programme in the strategically important
US market.


REASONS FOR THE ACQUISITION

-    Best is a leading US provider of asset management software
     solutions designed to help organisations manage their people,
     fixed assets and planning processes better.
     
-    Asset management software has developed into a specialist
     field in the US market primarily because of the considerable
     complexity involved in meeting the demands of a frequently
     changing and complicated legislative and fiscal environment.

-    The Board believes that the acquisition of Best will provide
     the Group with a significantly expanded presence in the
     strategically important US market.
     
-    The Board believes that Best has high quality products, a
     strong value added reseller network and a substantial customer
     base. The strategic fit with Sage's existing US businesses is
     strong.  Best's portfolio of payroll, fixed assets and
     budgeting software complements Sage's existing strength in
     accounting software.  The combined businesses will represent a
     powerful force in the US small to medium-sizedbusiness market.
     
-    The Board believes that Best's new Imperativ product suite,
     employing leading edge Internet technology, will provide Sage
     with the means to accelerate the development and introduction
     of a range of web-based payroll and HR management services to
     the US market.
     
-    The Board believes that many of Best's products can be scaled
     down to provide Sage's existing customers with affordable
     payroll and fixed assets management solutions.
     
-    Sage's reseller community will provide Best with a much
     expanded distribution channel for its products.
     
-    The acquisition of Best will provide Sage with a significantly
     expanded platform from which to grow its business in the US.
     
-    It is expected that the acquisition of Best will be enhancing
     to Sage's earnings in the first full year.



INFORMATION ON BEST

Best, a NASDAQ listed company, has its headquarters in Virginia,
USA.  Best is a leading provider of asset management solutions
which help organisations improve the management of their people,
fixed assets and planning processes.  Best's solutions have been
designed to complement core financial systems and are scaleable
from stand-alone desktop applications running on personal computers
to multi-user work group and client/server programs designed for
use on PC local area networks.

As at 30 September 1999, Best had over 49,000 licensed customer
locations, representing over 138,000 licensed seats.  Best derives
a majority of its revenues from product licence fees and from
services revenues, which include maintenance and support
agreements, training and consulting services.

BEST'S PRODUCT RANGE

Best's Abra Suite of payroll and HR management solutions provides
US businesses with a comprehensive solution to their people
management needs.  Processing payroll and maintaining accurate
personnel records in the US market demands great attention to
detail not least because of the different tax regimes that prevail
from time to time in different States and Cities across the
country.  Ensuring that all appropriate tax and other deductions
have been made and that the resultant distributions to employees as
well as to Federal, State and City tax authorities have been
calculated correctly is a source of considerable concern to many
businesses in the US.  The complexity of managing the payroll
process is exacerbated by the fact that tax rates change relatively
frequently, leading to a constant need to ensure that payroll
software is up-to-date.  Many of Best's customers choose to take
out support contracts so that they can be assured not only that
they are processing and maintaining accurate and up-to-date
payrolldata but also that, should they need it, they can consult
Best for help and advice.

Fixed asset accounting in the US market is another area requiring
meticulous attention to detail not least because of the complex tax
regulations governing different kinds of fixed asset.  Each fixed
asset in a business needs to be accounted for separately and the
tax payable on that asset to Federal, State, County or City
authorities computed separately.  For these reasons accounting for
fixed assets has become something of a specialist area in the US.
Best, through its FAS family of fixed asset management products has
built a strong presence in the US market.  The inherent complexity
of fixed asset accounting means that, as with payroll, many
customers prefer to take out support contracts with Best to ensure
that their software is always up-to-date and that, should they need
it, they can consult Best for help and advice.

Best's new Imperativ product suite, employing leading edge web
native technology, is an integrated payroll, HR and fixed assets
management solution.  Sage believes that the Imperativ technology
will be a critical element in Sage's drive to develop a high-
quality, scaleable, web-based product range for the US market.

DISTRIBUTION CHANNELS

Best reaches its customer base and target market through a multi-
channel sales and marketing strategy that includes its network of
value-added resellers, accounting firms and consultants, a direct-
response telesales operation, strategic marketing alliances and a
National Accounts direct sales organisation.

Best's payroll and fixed assets management software solutions are
well known to Sage and to its value added reseller channel.  Sage
promotes Best's payroll and fixed assets products to its customers
as being solutions that are complementary to Sage's core accounting
products.  Sage and Best have worked together previously on a
number of channel marketing initiatives in the US market.
Following the acquisition of Best it is intended that the number
and frequency of these joint marketing initiatives will be
intensified.

MANAGEMENT

Best's management team is led by Timothy Davenport who has
considerable experience of the US accounting software industry.
Over recent years, he has built up a professional management team
at Best which has successfully managed the growth of the company.


FINANCIAL PERFORMANCE OF BEST

Set out below is a summary of key financial information for Best as
reported under US GAAP.  This information includes Best's
preliminary results for 1999 which were announced in the US today,
with translation into sterling (for illustrative purposes only).

                                            Year ended 31 December

                                           1998      1999      1999
                                                                   
                                             $m        $m     £m(1)
                                                                   
Turnover                                   69.3      91.4      56.6
Operating profit (2)                       11.9      17.2      10.6
Profit before tax                           9.1      15.9       9.8
Profit after tax                            5.6       9.9       6.1
                                                                   
Net assets                                 40.1      50.2      31.1
Net cash balances                          46.3      50.5      31.3

(1)  Basis of exchange rate:  £1 = $1.6153, being the prevailing
     exchange rate at 31st December 1999.
     
(2)  Operating profit stated before write off of purchased
     research and development and amortisation of acquired
     intangibles


 REVENUE ANALYSIS - YEAR TO 31/12/99

                                               1999                
                                              $'000                
                                                                   
New Licences                                 26,993             30%
Upgrades                                      6,171              7%
Services:                                                          
  Training                                    7,032              8%
  Support                                    34,823             38%
  Professional services                       7,688              8%
  Other                                       8,707              9%
                                                                   
                                           --------         -------
Total Revenue                                91,414            100%
                                           ========         =======


PRINCIPAL TERMS OF THE ACQUISITION

The acquisition will be effected in a two stage process - a tender
offer and a merger.  A US subsidiary of Sage (Bobcat Acquisition
Corp.) will make a tender offer to Best shareholders by means of a
document containing an offer to purchase (the US equivalent of an
offer document) which is expected to be filed with the SEC and
mailed to Best shareholders on Friday, 14 January, 2000.  It is
expected that the offer will initially be open until midnight New
York time on Friday, 11 February 2000.

The conditions to the tender offer will include a minimum condition
(described in further detail below) and various other conditions,
including the expiry of applicable waiting periods under the US
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
and the admission to listing on the Official List of the London
Stock Exchange of the Sage shares which are to be issued in
connection with the acquisition.

The above arrangements are reflected in a merger agreement between
Sage, Bobcat Acquisition Corp. and Best, which also provides that,
following the purchase of Best shares in the tender offer, a merger
between Bobcat Acquisition Corp. and Best will be effected, under
Virginian law, with Best being the surviving entity, pursuant to
which Best will become a wholly owned subsidiary of Sage.  Sage's
obligation to accept for payment and pay for shares of Best
tendered in the offer, is conditional upon, among other things,
there being validly tendered and not withdrawn prior to the expiry
of the offer at least a majority of the shares of Best on a fully
diluted basis (excluding the option held by Sage to purchase 19.9%
of the outstanding shares of Best) ('minimum condition').  If
tenders in respect of more than 90 per cent. of the Best shares are
received, the merger will occur shortly after the closing of the
tender offer without a vote of the shareholders of Best.  If more
than a majority but less than 90% of the shares of Best are
tendered and accepted for payment, a vote of the shareholders of
Best will be required to approve the merger (even though Sage will,
at such point, own enough shares to approve the merger without the
vote of any other shareholders).  This process could take up to
three months pursuant to requirements of U.S. law.  The merger
agreement may be terminated in certain circumstances, including if
the conditions to the tender offer have not been met or, in certain
circumstances, if a superior offer is made for the Best shares.  A
break up fee may be payable in certain circumstances by Best of an
amount equal to $12.0 million (plus out of pocket expenses up to a
maximum of $1.5 million).  In addition, Best has granted Sage an
option to purchase up to 19.9% of the outstanding Best shares at a
purchase price per share of $35, subject to the terms and
conditions set out in an Option Agreement.  The aggregate value of
the break-up fee and this option is limited to $22,000,000.

APPENDIX

FINANCIAL INFORMATION ON BEST (AS REPORTED UNDER US GAAP)

PROFIT AND LOSS ACCOUNT


                                      Year to 31 December
                                                 
                                   1998      1999      1999
                                  $'000s    $'000s    £'000s 
                                                               
Turnover                          69,330    91,414    56,593    
Cost of sales                    (13,422)  (19,122)  (11,838)  
                                 --------  -------   -------   
Gross profit                      55,908    72,292   (44,755)  
Sales and                        (24,604)  (30,934)  (19,151)       
marketing

Research and                     (11,157)  (14,643)   (9,065)        
development

General and                       (8,295)   (9,519)   (5,893)        
administrative

Write-off of                      (4,170)   (1,200)     (743)      
purchased
research and
development

Amortisation                        (882)   (2,374)   (1,470) 
of acquired                               
intangibles
                                  --------  --------  ------ 
Operating                          6,800    13,622     8,433 
profit
Net interest                       2,323     2,276     1,409 
income
                                  --------  ------    ------ 
Profit before                      9,123    15,898     9,842 
tax
Tax                               (3,500)   (6,035)   (3,736) 
                                  --------  -------   ------ 
Profit after                       5,623     9,863     6,106 
tax
                                  ========  =======   ====== 
EPS (Basic)                        $0.46     $0.79     0.49p 


BALANCE SHEET

                                        Year to 31 December

                                      1998      1999      1999 
                                    $'000s    $'000s    £'000s 
                                                               
Fixed assets:                                                  
Tangible                             4,333     5,757     3,564 
                                                              
Intangible                           7,178    12,533     7,759 
                                   -------   -------   -------
                                    11,511    18,290    11,323 
Current assets:                                                
Stock                                  138       352       218 
Debtors                             16,641    20,869    12,920 
                                                              
                                                               
Cash and cash                                                  
equivalents                         46,280    50,534    31,285
                                   -------                    
                                             -------   -------
                                    63,059    71,755    44,423 
                                                              
                                                               
Creditors:                                                     
Falling due                       (14,394)  (13,999)   (8,667)
within 1 year                                                 
                                   -------   -------   ------- 
Net Current                         48,665    57,756    35,756 
Assets                                                        
                                                               
Total Assets                                                   
less Current                        60,176    76,046    47,079
Liabilities                                                   
                                                               
Creditors:                                                     
Falling due                          (125)         -         -
after 1 year
Deferred                                                       
Maintenance                       (19,966)  (25,797)  (15,970)
Income                                                        
                                   -------   -------    ------ 
Shareholders'                       40,085    50,249    31,109 
Funds                                                         
                                   =======    ======   ======= 




Note:

Values shown have been translated from US dollars to Sterling (for
illustrative purposes only) using the 31 December 1999 exchange
rate of £1:$1.6153


Source:

Form 10-K for 1998 and preliminary results for 1999