Telelogic makes recommended public offer to the shareholders of Focal Point

Product portfolio complemented by decision support system for demand analysis. --------- Due to the correction of the estimated bid value per share and bid premium that has been announced, this corrected version of the full news release is published (the previous news releases are available from the company upon request). As a consequence of the correction, the relation between the number of shares in Focal Point divested against payment in shares and warrants respectively has been adjusted. Hence, 85 (previously 80) shares in Focal Point are divested against 100 shares in Telelogic and 15 (previously 20) shares in Focal Point are divested against 75 warrants in Telelogic. The consideration received for each full 100 shares in Focal Point is thus unchanged. ---------

MALMÖ – 13 April, 2005 - Telelogic (listed on the O-list of the Stockholm Stock Ex-change/TLOG), has today made a recommended public offer to the shareholders of Focal Point (listed on the NGM-list/FOCA). For each full 100 shares of series A or series B in Focal Point new shares and warrants issued by Telelogic are offered. For 85 of these shares in Focal Point, 100 shares in Telelogic are offered and for the remaining 15 shares in Focal Point, 75 warrants issued by Telelogic are offered. The offer corresponds to around SEK 20.13 per share in Focal Point. Shareholders representing 49.4% of the capital and 72.8% of the votes have, by means of a separate agreement, undertaken to sell their shares to Telelogic. The offer is unanimously recommended by the Board of Directors of Focal Point. Background and Reasons for the Offer Telelogic has communicated the ambition for strong growth over the coming five-year period. This is to be achieved by extending and complementing the existing product portfolio and by strengthening the current market position. Telelogic has identified Focal Point as a successful company with a product that complements Telelogic’s existing product range well and as a business with the opportunity to develop even more positively as a part of Telelogic. Focal Point develops and sells web-based solutions for decision support in product development and project portfolio management, primarily used in demand analysis. Focal Points product allows customers to make better and faster decisions, for instance by prioritising among demands and weighing them against each other considering different dimensions (for example cost vs benefit to the customer). By adding Focal Point, Telelogic’s product offering is complemented by a product with a large proportion of users in earlier stages of the product development process than the users of Telelogics products. ”Focal Point is already today used by many of our customers”, says Anders Lidbeck, CEO of Telelogic. “The acquisition of Focal Point is an excellent way of broadening our product portfolio and Telelogic’s sales organisation and product development will also give Focal Point’s products a much stronger market position. Focal Point’s products will be integrated into Telelogic’s product offering in a swift and cost-efficient manner.” ”Focal Point has, since it was founded in 1997, worked with the fixed purpose of developing our product and reaching customers inside and outside Sweden. We have grown successfully and reached a satisfactory profitability. We are now at a point where our development would be favoured by a larger and geographically more comprehensive sales organisation and the ability to offer customers a more complete software suite. Being a part of Telelogic would create significantly better prospects for the future”, comments Joachim Karlsson, founder and CEO of Focal Point. The Boards of Directors and managements of the two companies believe that Telelogic’s acquisition of Focal Point is industrially sound and creates interesting opportunities for the future. The Offer The Board of Directors of Telelogic has today decided to make a public offer (the “Offer”) to the shareholders of Focal Point (listed on the NGM-list) to acquire all outstanding shares in the company. Telelogic does not currently own any shares in Focal Point, but please refer to the text below. For each full 100 shares of series A or series B in Focal Point, new shares and warrants issued by Telelogic are offered according to the following: • For 85 shares in Focal Point, 100 shares in Telelogic are offered • For 15 shares in Focal Point, 75 warrants issued by Telelogic are offered The Offer can be accepted for each shareholder’s entire holding of shares in Focal Point even though the number of shares held is below or not evenly divisible by 100. Each warrant carries the right to subscribe for one new share in Telelogic. The subscription price amounts to SEK 17.20 and the last day for subscription using the warrants is 31 January 2007. The value of each warrant has been calculated at around SEK 3.90 (The value of each warrant has been calculated using the Black & Scholes option valuation model and under the assumptions of a volatility of 40% and an interest rate of 2.5%. The assumed volatility corresponds to the historical volatility of the Telelogic share.). The complete terms for the warrants will be included in the prospectus regarding the Offer. No commission will be charged on shares tendered under the Offer. Agreement with Main Owners of Focal Point Joachim Karlsson owns 318,750 shares of series A and 1,101,250 shares of series B in Focal Point and thereby controls 24.2% of the capital and 36.6% of the votes in the company. Stefan Oldgren and the by him owned company Diosa Förvaltning AB jointly own 306,250 shares of series A and 1,174,450 shares of series B in Focal Point and thereby control 25.2% of the capital and 36.2% of the votes in the company. These owners, who in total own 1,493,200 shares of series A and 2,275,700 shares of series B, corresponding to 49.4% of the capital and 72.8% of the votes, have, by means of a separate agreement with Telelogic, undertaken to divest their shares to Telelogic against the same consideration that is now offered to all owners of Focal Point. Statement from the Board of Directors of Focal Point The Board of Directors of Focal Point has, in a separate news release, stated its unanimous recommendation to the shareholders of Focal Point to accept the Offer. Bid Premium and Bid Value Based on the average volume-weighted prices on the Stockholm Exchange and NGM for the Telelogic share and the Focal Point share of series B over the last six months, of SEK 16.13 and SEK 15.22 respectively and a value of each warrant of SEK 3.90, the Offer corresponds to a bid premium of around 25.2%. Based on the closing prices on the Stockholm Exchange and the NGM for the Telelogic share and the Focal Point share of series B on Tuesday 12 April 2005, of SEK 17.20 and SEK 20.00 respectively and a value of each warrant of SEK 3.90, the Offer corresponds to a bid premium of around 0.6%. Assuming full acceptance of the Offer, some 5.9 million new shares in Telelogic will be issued, which implies that the shareholders of Focal Point will hold around 2.7% of the shares in Telelogic. Based on the closing price of the Telelogic share on 12 April 2005, of SEK 17.20, the market value of the new shares is around SEK 101 million. In addition, 4.4 million warrants will be issued, corresponding to a dilution of around 2.0%. Based on the closing price of the Telelogic share on 12 April 2005, of SEK 17.20, the market value of these warrants is around SEK 17 mil-lion. The total market value of the Offer hence amounts to around SEK 118 million. Focal Point reported sales of SEK 22.1 million and an operating profit (EBITA) of SEK 6.4 million in 2004. Summary Financial Information Regarding the New Group January-December 2004 Telelogic Net sales, SEK m : 1,039.3 EBITA, SEK m : 179.2 No. of employees, march 2005 : 762 Focal Point Net sales, SEK m : 22.1 EBITA, SEK m : 6.4 No. of employees, march 2005 : 26 Total Net sales, SEK m : 1,061.4 EBITA, SEK m : 185.6 No. of employees, march 2005 : 788 The total amount paid in excess of equity amounts to some SEK 106 million. The Board of Directors estimates that the main part of this value would be regarded as goodwill in the group accounts. Further information on goodwill and other intangible assets will be included in the coming prospectus. Assuming full acceptance of the Offer and that all warrants are used, the equity of Telelogic will increase by around SEK 177 million. The effect of the acquisition on Telelogic’s earnings per share for the current year, not considering the above mentioned excess value, is expected to be marginally positive. Preliminary Timetable and Further Information A prospectus regarding the Offer is expected to be distributed to the shareholders of Focal Point on or around April 22 2005. The acceptance period for the Offer is expected to run from 25 April 2005 to 17 May 2005, inclusive. Provided that Telelogic completes the Offer no later than 20 May 2005, settlement for those shareholders who have accepted the Offer is estimated to commence on or around 30 May 2005. Telelogic reserves the right to extend the acceptance period, as well as to postpone the settlement date. The General Meeting of shareholders in Telelogic, which will resolve on the issue of new shares and warrants to be used in the Offer, will be held on 28 April 2005. Further description of Telelogic and Focal Point, apart from the coming prospectus, is available in the form of presentation material published on Telelogic’s website in connection with the announcement of the Offer. Conditions to the Offer Completion of the Offer is conditional upon: 1. that the Offer is accepted to the extent that Telelogic becomes the owner of more than 90 per cent of the total number of shares representing more than 90 per cent of the total voting rights of Focal Point; 2. that the General Meeting of shareholders in Telelogic makes the decisions necessary in order to allow that new shares and warrants are issued as consideration in the Offer; 3. that the recommendation of the Offer by the Board of Directors of Focal Point has not been withdrawn or adversely amended; 4. that no other party announces an offer to acquire shares in Focal Point on terms which are more favourable than the Offer for the holders of shares in Focal Point; 5. that, save as publicly announced by Focal Point prior to the date the Offer was announced or as otherwise disclosed in writing to Telelogic prior to that date, Telelogic does not discover that any information publicly disclosed by Focal Point is materially inaccurate or misleading or that any material information which should have been publicly disclosed by Focal Point has not been so disclosed; 6. that neither the Offer nor the acquisition of Focal Point, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance, which is actual or could reasonably be anticipated, outside the control of Telelogic and which Telelogic could reasonably not have foreseen at the time of the announcement of the Offer; 7. that no circumstances, which Telelogic did not have knowledge about at the time of the announcement of the Offer, have occurred that materially negatively affects Focal Point’s sales, results, liquidity or equity during the current or next financial year; 8. that Focal Point does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer. Telelogic reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not fulfilled or cannot be fulfilled. However, with regard to conditions 3, 5, 6, 7 and 8, such withdrawal will only be made if the defective fulfilment of such condition is of material importance to Telelogic’s acquisition of shares in Focal Point. Telelogic reserves the right to waive, in whole or in part, one or more of the conditions above. Applicable Law and Disputes The Offer shall be governed by and construed in accordance with the laws of Sweden. In addition, the Swedish Industry and Commerce Stock Exchange Committee’s (Näringslivets börskommitté, NBK) rules on acquisition of shares and the Securities Council’s (Aktiemarknadsnämnden) rules of interpretation and implementation shall apply to the Offer. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm (Stockholms Tingsrätt) shall be the court of first instance. Advisor Enskilda Securities acts as financial advisor to Telelogic in connection with the Offer.