Legato Systems Schweiz GmbH

Legato Systems closes acquisition of OTG Software

Expanded Offering Set Addresses Customers' Needs for Seamless Information Access and Application Availability

    Mountain View, CA / Bar ots (ots) - Legato Systems, Inc. ("Legato") (Nasdaq:LGTO), a worldwide leader in enterprise storage management software today announced that the proposed acquisition of OTG Software, the Rockville, Maryland-based provider of data storage, data access and email management solutions, has closed after being formally approved by their respective shareholders.

    The merger agreement provides that each share of OTG common stock will be converted into the right to receive 0.6876 of a share of Legato common stock and $2.50 per share in cash. After the merger, Legato will have approximately 115 million outstanding shares of common stock. OTG's shareholders will, after the merger, own approximately 21% of Legato's common stock

    "Today's shareholder approval allows us to accelerate our current ability to provide our customers with the most scalable and secure management and applications solutions available for the management of the information lifecycle," said David B. Wright, chairman, president and chief executive officer of Legato.  "The acquisition of OTG gives us additional software assets and intellectual capital in content, email and storage management required to address the growing demand among our customers for open, integrated solutions from one source. Today's announcement represents further expansion of our core strategy, which is to provide our customers solid information protection, the ability to capture, access, manage and maintain an application environment and the ability to automate recovery on an application-specific basis."

    JPMorgan H&Q, a division of J.P. Morgan Securities Inc., served as financial advisor to Legato.  Goldman, Sachs & Co. served as financial advisor to OTG.

    About Legato

    Legato Systems, Inc. (NASDAQ:LGTO) delivers worldwide enterprise class software solutions and services that keep the world's business-critical information and applications available. With a direct sales force and through strategic partnerships and alliances, Legato delivers the advantage of business continuance through enterprise automation with information protection, application availability and storage management solutions. The company's corporate headquarters are located at 2350 West El Camino Real, Mountain View, CA 94040. Tel: (650) 210-7000, fax: (650) 210-7032, Web site: www.legato.com. Keeping the World's Business-Critical Information Available.

    Legato and the Legato logo are registered trademarks, and Legato NetWorker, Celestra, GEMS, SmartMedia, Co-StandbyServer, RepliStor, SnapShotServer, QuikStartz, SAN Academy, and AlphaStor are trademarks or registered trademarks of Legato Systems, Inc. This is a non-exhaustive list of Legato trademarks, and other trademarks may be the property of their respective owners.

    Information regarding products, services and offerings may be superseded by subsequent documents. For the latest information and specifications regarding Legato Systems, Inc. and any of its offerings or services, please contact your local sales office or the Corporate Headquarters.

    This press release contains forward-looking statements about the proposed merger, plans for the combined businesses, competitive positions and customers' purchases. These forward-looking statements involve a number of risks and uncertainties that could cause Legato's or OTG's actual results to differ materially. Factors that might cause such a difference include, but are not limited to, the ability to close larger contracts in the current challenging IT spending environment, the ability to leverage relationships with channel partners and strategic alliances, the ability to continue to develop and update products for which there is market demand, customers' acceptance of contract terms, unexpected fluctuations in quarterly operating results, product concentration, competition from other companies and rapid technological change. In addition, acquisitions involve a number of risks, including among others, diversion of management attention from selling and product development efforts, losses of key personnel, unexpected transaction costs, the failure to integrate corporate culture and the challenges of managing a geographically distant business. For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the "Risk Factors" listed in each of Legato's and OTG's Form 10-K for fiscal 2001 and the Forms 10-Q for fiscal 2001 and Legato's registration statement on Form S-4, which are on file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release reflect beliefs and predictions as of May 14, 2002. Each of Legato and OTG disclaims any obligation to update these forward-looking statements as a result of financial, business or any other developments occurring after May 14, 2002.

    For more information and press-releases: www.legato.com

ots Originaltext: Legato Systems Schweiz GmbH
Internet: www.newsaktuell.ch

Carlo Ferrari
Dorfplatz 5
6045 Meggen
Tel. +41/41/378'00'25
Fax +41/41/378'00'26
mailto: carlo.ferrari@seimpuls.ch

Legato Systems GmbH
Fredy Lustenberger
Blegistrasse 3
6340 Baar
Tel. +41/41/769'65'75
Fax +41/41/769'65'66
mailto: flustenberger@legato.com

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