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Wednesday September 20, 11:30 am Eastern Time

Formula Systems (1985) Ltd. to Commence Tender Offer for ForSoft Ltd. Ordinary Shares

HERZLIYA, Israel - Formula Systems (1985) Ltd., (Nasdaq: FORTY - news), a leading provider of information technology products, solutions and services, today announced its intention to commence a cash tender offer as soon as practicable for the ordinary shares of ForSoft Ltd. (Nasdaq: FORS - news) not already owned by Formula for $9 per share. Formula is currently the holder of 67% of ForSoft's issued and outstanding ordinary shares.

Dan Goldstein, Chairman of Formula, said: "Our decision to take private our Nasdaq- listed subsidiary ForSoft is based on our long term plans for ForSoft as well as for Formula itself. Trying to build a healthy, profitable company for the long run under the quarterly pressures of the market is a difficult mission. The direct and indirect costs of conducting a public company in these stages of its life cycle might not allow the extraction of all potential benefits for existing investors. Therefore, Formula has decided to offer ForSoft's shareholders a substantial premium over today's market price and to commence a cash tender offer as soon as practicable for $9 per share, with the intention of delisting ForSoft and restructuring the company within the Formula Group as a privately held company."

ForSoft Ltd. (Nasdaq: FORS - news):

ForSoft is a leading provider of large scale Information Technology solutions and services for large organizations in growing vertical markets. The company focuses on e-Business driven IT solutions for the Telecom, Banking, Insurance, Retail and Travel markets. The company integrates Internet and e-Commerce technology across mission critical legacy systems, utilizing its over 18 years accumulated practical full service experience in system integration, software development projects, outsourcing and professional services.

Formula Systems (1985) Ltd. (Nasdaq: FORTY - news):

Formula Systems (1985) Ltd., is a global information technology company principally engaged, through its subsidiaries and affiliates, in providing software consulting services, developing proprietary software products and providing computer-based business solutions.

 

Cautionary Statement About Forward-Looking Statements:
Statements contained in this press release, which are not historical facts, are forward-looking statements subject to the risks and uncertainties as discussed more fully in the companies' filings with the Securities and Exchange Commission, including their most recent Form 20-F.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release concerning the long-term plans for the companies and the future extraction of potential benefits for existing investors constitute forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks and uncertainties include, but are not limited to: market demand for the companies' products, dependence on strategic partners, integration of new business, successful implementation of the companies' products, economic and competitive factors, international market conditions, management of growth, technological developments, the ability to finance operations and other factors which are detailed in the companies' Securities and Exchange Commission filings. Neither Formula nor ForSoft undertakes any obligation to publicly release any revision to any forward-looking statement.

Notice to Read Tender Offer Documents:
A Tender Offer Statement on Schedule TO will be filed by Formula and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed by ForSoft with the Securities and Exchange Commission. You are urged to read the Tender Offer Statement and any other relevant documents to be filed with the Commission. The Tender Offer Statement will contain important information that you should consider before making any decision regarding the tender offer and related transactions. The Tender Offer Statement and other documents to be filed with the Commission by Formula will be available free of charge from Formula by directing a request to Formula Systems (1985) Ltd., 3 Hagalim Boulevard, Herzlia 46725, Israel. In addition, the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents to be filed with the Commission by ForSoft may be obtain free of charge from ForSoft by directing a request to ForSoft Ltd., 3 Hagalim Boulevard, Herzlia 46725, Israel.

 

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