Merger Discussions

Sopheon PLC
14 September 2001


FOR IMMEDIATE RELEASE                       14 SEPTEMBER 2001


                         Sopheon plc ('Sopheon') and

                  Orbital Software Holdings plc ('Orbital')

                      in preliminary merger discussions





The Boards of Sopheon and Orbital announce that they are in preliminary
discussions concerning a merger of the two companies intended to be
facilitated by way of a recommended all share offer by Sopheon for Orbital.
The Boards believe that the businesses complement each other well, that the
proposed merger should provide each business with an enhanced customer and
market reach, and should also provide the proposed enlarged group with
substantial cash resources and the capacity to achieve ongoing cost
efficiencies.



Both companies' Boards wish to emphasise that at this stage it is not certain
that the transaction will complete.  A further announcement will be made in
due course.



Sopheon is being advised by HSBC Investment Bank plc and Orbital is being
advised by Broadview International Limited.




Sopheon plc                             Orbital Software
                                        Holdings plc
Barry Mence Tel. [phone]    Ian Ritchie  Tel. [phone]
Arif Karimjee                           Brian Gray   Mob. [phone]  
HSBC Investment                         Broadview International
Bank plc                                Limited
John Mellett  Tel. [phone]  Tom S. Anthofer Tel. [phone]
Dalia Joseph                            Roger Manship

Buchanan
Communications
Nicola How    Tel. [phone]
Isabel Petre      





The Directors of Sopheon and Orbital accept responsibility for the information
in this announcement.  To the best of the knowledge and belief of the
Directors of Sopheon and Orbital (who have taken all reasonable care to ensure
that such is the case) the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the
import of such information.



HSBC Investment Bank plc, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Sopheon
and no one else in relation to the offer and will not be responsible to anyone
other than Sopheon for providing the protections afforded to customers of HSBC
Investment Bank plc, or for providing advice in relation to the offer or in
relation to the contents of this announcement or any matter referred to
herein.



Broadview International Limited, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting exclusively for
Orbital and no one else in relation to the offer and will not be responsible
to anyone other than Orbital for providing the protections afforded to
customers of Broadview International Limited, or for providing advice in
relation to the offer or in relation to the contents of this announcement or
any matter referred to herein.



The attention of member firms of Amsterdam, London and the NASD is drawn to
certain UK dealing disclosure requirements with the announcement today of a
possible merger of Sopheon and Orbital.  This announcement commences an offer
period ('the Offer Period') in accordance with the City Code on Takeovers and
Mergers ('the Code') which is published and administered by the Panel on
Takeovers and Mergers ('the Panel') and deemed to commence at the time when an
announcement is made of a proposed or possible offer, with or without terms.
Sopheon has equity securities traded on the Amsterdam Stock Exchange, London
Stock Exchange and through an ADR programme in the United States.



The disclosure requirements referred to above are set out in more detail in
Rule 8.3 of the Code.  In particular Rule 8.3 requires public disclosure of
dealings in relevant securities during the Offer Period by persons who own or
control, or who would as a result of any transaction own or control, 1 per
cent. or more of any class of relevant securities.  Relevant securities
include Sopheon and Orbital securities (including options and derivatives) and
instruments convertible into Sopheon and Orbital securities, respectively.
This requirement will apply until the end of the Offer Period.



Disclosure should be made on an appropriate form no later than 12 noon London
time on the business day following the date of the dealing transaction.  These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange (fax number: [phone]) and to the Panel's Monitoring
Section (fax number: [phone] or email
[e-mail]).  The Panel requests that member firms advise
those of their clients who wish to deal in the relevant securities of Sopheon
and/or Orbital, whether in London, Amsterdam or the United States, that they
may be affected by these requirements.  If there is any doubt as to their
application, the Panel should be consulted (telephone number: [phone]
0129, fax number: + 44 (0)20 7638 1554).  Copies of appropriate disclosure
forms may be obtained from the Panel's website www.thetakeoverpanel.org.uk.



This announcement does not constitute an offer or an invitation to acquire or
dispose of shares or securities.



Additional Notice to US Holders of Orbital securities: A share offer by
Sopheon for Orbital, if made, would involve an offer for the securities of a
Non-US company.  Any such offer would be subject to disclosure requirements of
the United Kingdom, which are different from those of the United States.
Financial statements included in the offer document, if any, would likely have
been prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.



It may be difficult for you to enforce your rights and any claim you may have
arising under the US federal securities laws, since the issuer is located in a
foreign country, and some or all of its officers and directors may be
residents of a foreign country.  You may not be able to sue a foreign company
or its officers or directors in a foreign court for violations of the US
Securities laws.  It may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgement.