Neoware Completes Acquisition of ACTIV-e Solutions

Neoware Technology Group Adds Valuable Services to Neoware's Product Offering

KING OF PRUSSIA, Pa., Dec. 5, 2001 (PRIMEZONE) -- Neoware Systems (Nasdaq:NWRE), the leading provider of software, services and solutions for the server-based computing market, announced today that the Company has completed its previously announced acquisition of ACTIV-e Solutions and will operate the business through a newly-formed subsidiary, called Neoware Technology Group, Inc. In exchange for the assets and the business of ACTIV-e, Neoware will issue up to 719,101 shares of common stock, subject to the satisfaction of certain conditions.

Effective immediately, Neoware Technology Group provides a wide range of managed and professional services, training and products to create complete server-based computing solutions. By combining the core competencies of Neoware Systems and those of the former ACTIV-e Solutions, Neoware Technology Group is able to deliver cost-effective and comprehensive IT solutions in the Greater Philadelphia tri-state area. In addition, the new organization is the sole Citrix Platinum Partner in Pennsylvania and a Citrix Authorized Learning Center (CALC) in Pennsylvania and Delaware.

"I am pleased to welcome nearly two dozen new team members to the growing Neoware family," stated Michael Kantrowitz, president and CEO of Neoware Systems. "Forming Neoware Technology Group strengthens our commitment to establish leadership in our markets and to grow our business profitably. By leveraging our business to include services, training and complete support, Neoware is finding new and better ways to focus on our strengths, build our business and exceed our customers' expectations."

"This is a wonderful opportunity for Neoware and for our customers," stated Anthony DePaul, Executive Vice President of Neoware. "We intend to further build Neoware as an acknowledged leader in the fast-growing server-based computing market, and to provide excellent products and services to our growing customer base. I am pleased to become a part of the Neoware team, and look forward to leading this company to new heights."

More information about the acquisition is available on Neoware's Web site at or by telephone at 1-800-Neoware (636-9273) in the U.S., or +1 610-277-8300 internationally.

About Neoware

Neoware provides software, services and solutions to enable Appliance Computing, a new Internet-based computing architecture targeted at business customers that is designed to be simpler and easier than traditional PC-based computing. Neoware's software and management tools power and manage a new generation of smart computing appliances that utilize the benefits of open, industry-standard technologies to create new alternatives to personal computers and a wide variety of proprietary business devices. Neoware's products are designed to run local applications for specific vertical markets, plus allow access across a network to multi-user Windows servers, Linux servers, mainframes, minicomputers and the Internet. Computing appliances that run and are managed by Neoware's software offer the cost benefits of industry-standard hardware and software, easier installation, and have lower up-front and administrative costs than proprietary or PC-based alternatives. More information about Neoware can be found on the Web at or via email at Neoware is based in King of Prussia, Pa.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the acquisition of the ACTIV-e business, Neoware's continued focus on its core business while it expands its business to provide high margin services and complete solutions, the anticipated profitability of the acquired business, broader product offerings, the addition of knowledgeable employees, the growth of the server-based computing market, the growth of Neoware's business, profitability, and customer base, and enhancement of Neoware's leadership position. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those predicted in any such forward-looking statement include Neoware's ability successfully integrate the ACTIV-e business, Neoware's timely development and customers' acceptance of Neoware's appliance computing products, pricing pressures, rapid technological changes in the industry, growth of the server-based computing market, increased competition, our ability to attract and retain qualified personnel, including the former ACTIV-e employees, adverse changes in general economic conditions, risks associated with foreign operations and political and economic uncertainties associated with current world events. These and other risks are detailed from time to time in Neoware's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its report on Form 10-K for its fiscal year ended June 30, 2001.

Neoware is a registered trademark of Neoware Systems Inc. All other names products and services are trademarks or registered trademarks of their respective holders.


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