Sybase To Acquire Visual Components, Inc

New Powersoft Components Division Created to Capitalize on Increased Demand
for Component-Based Application Development

CONCORD, MASS., JANUARY 8, 1996 -- Sybase, Inc. announced today it has
entered into an agreement of merger with Visual Components, Inc., a leader
in component software. Under terms of the agreement, Visual Components
will become a wholly-owned subsidiary of Sybase, operating within the
newly created Powersoft components division. Sybase will acquire Visual
Components using shares of Sybase stock in a transaction that will be
accounted for as a pooling of interests. The consummation of the
acquisition is subject to a number of conditions, including approval by
the shareholders of Visual Components. The closing of the acquisition is
currently scheduled for the end of February 1996.

Powersoft also announced that John Gannon has been named general manager of
the newly created Powersoft components division, reporting to David
Litwack, president of Powersoft. The components division will deliver
high-quality, reusable software components such as spreadsheets, charting
tools and spell-checking modules to application developers within and
beyond the Powersoft customer base.

Visual Components develops and markets advanced components for application
development, including its Formula One&trade; spreadsheet component; First
Impression", a charting and business graphics component;
VisualWriter&trade;, a text processing component that provides mail merge
and database support; VisualSpeller&trade;, a 100,000 word, multi-language
dictionary; and ImageStream&trade;, a graphical file conversion component
that imports, views, converts and prints more than 20 file formats. Visual
Components, Inc. will provide the technical and marketing foundation for
Powersoft's components division, under the continued leadership of CEO
Mark Callegari and president Tom DeBacco.

"Today's announcement shows Powersoft's commitment to providing
client/server developers with the tools they need to build
high-performance, distributed applications," said David Litwack, president
of Powersoft. "Visual Components' continuing support for tools other than
PowerBuilder is another example of our open business philosophy, used
successfully with our acquisitions of Watcom and SDP. In addition,
Powersoft will leverage Visual Components' expertise to benefit
PowerBuilder users."

"In June 1995, we licensed Visual Components' technologies to deliver the
ComponentPack, which brings spreadsheet and spell-checking objects to
PowerBuilder," said John Gannon, general manager, Powersoft's components
division. "We now look forward to aggressively expanding Powersoft's
component portfolio by building new products, adapting technologies from
Sybase and its divisions, and licensing products from third-party
developers."

"We're excited about joining the Powersoft and Sybase family," said Mark
Callegari, CEO of Visual Components. "Powersoft and Visual Components
share a common vision of the future of component- based application
development, and we believe this merger will accelerate the adoption of
components among developers using all the leading development
environments."

Visual Components, Inc. develops and markets technologically-advanced,
object-based software development tools. Established in 1993 as
VisualTools by the founders and developers of Innovative Software and the
Wingz graphical spreadsheet, Visual Components is committed to
establishing itself as the leader in manufacturing and supporting
commercial-quality component software. Visual Components, Inc. is
privately held. The company's Internet address is www.visualcomp.com.

Sybase, Inc. is a worldwide leader in client/server software. Sybase and
its Powersoft division are focused on four major market segments: on-line
transaction processing, data warehousing, mass deployment and electronic
commerce. Sybase's software products -- database, middleware and tools --
provide customers with desktop-to-enterprise solutions. The company's
mission is to provide its customers with an open, adaptable information
systems architecture that enables them to develop and deliver complete
information systems solutions to facilitate rapid business change.
Headquartered in Emeryville, CA, Sybase is the sixth largest independent
software company in the world. The company's Internet addresses are
www.sybase.com and www.powersoft.com.

Sybase Inc
6475 Christie Ave
Emeryville, CA 04608
510-596-3500;  Fax: 510-658-9441
 
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