According to the docket, on October 11, 2002, a Stipulation of Settlement was filed, and on December 19, 2002, the Court entered the Final Judgment and Order of Dismissal by U.S. District Judge Saundra B. Armstrong. That day, the Court also entered the Orders granting the motion for final approval of class certification and the plan of allocation and awarded attorney fees and expenses.

By the Notice of Pendency and Settlement of Class Action and Settlement Hearing the Settlement fund consists of $4.25 million in cash. A hearing will be held on December 17, 2002, at 1:00 p.m., before the Honorable Saundra Brown Armstrong, in the United States District Court, Northern District of California, Oakland Division, 1301 Clay Street, Oakland, California 94612-5212, to determine whether the proposed Settlement of this consolidated class action between Lead Plaintiffs, individually and on behalf of the Class described below, and Defendants, for the consideration described above is fair, reasonable and adequate and should be approved by the Court.

According to the same Notice, on and after December 3, 1998, seven class actions were filed in the United States District Court for the Southern District of New York, and were subsequently consolidated on March 3, 1999. The seven actions originally filed in the Southern District of New York were transferred to the United States District Court for the Northern District of California and assigned to the Honorable Spencer L. Williams. These actions were subsequently transferred to the Oakland Division of the Northern District of California and assigned to the Honorable Saundra Brown Armstrong and consolidated for all purposes under In re Micro Focus Sec. Litig., No. C01-1352-SBA. On March 3, 1999, Seymour Lazar, Michael I. Goldman, Sol Poller (TTEE UAD, 1/23/91 Sol Poller Trust), Fred Luconi, and R. Haskell Tison were appointed Lead Plaintiffs and their choice of Milberg Weiss Bershad Hynes & Lerach LLP, Wolf Popper LLP and Burt & Pucillo LLP to act as Co-Lead Counsel for the Class was approved. The Second Consolidated Amended Class Action Complaint for Violation of the Federal Securities Laws was filed on April 17, 2000. On June 14, 2002 and June 17, 2002, respectively, Lazar and Luconi filed notices of withdrawal as lead plaintiffs.

The original Complaint charges that defendants violated Sections 11, 12 and 15 of the Securities Act of 1933 and Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by issuing materially false and misleading statements in the Proxy Statement, Prospectus and Registration Statement and by omitting to disclose facts required to be disclosed, in order to make the statements made in such documents not misleading.