Sopra Group Announces a Plan of Merger, via its Subsidiary Axway, with Tumbleweed...

Sopra Group Announces a Plan of Merger, via its Subsidiary Axway, with Tumbleweed Communications

PARIS--(Business Wire)--
Sopra Group (Euronext Paris: SOP) and Tumbleweed Communications
(Nasdaq: TMWD) today announced a plan of merger in which Sopra Group,
via its subsidiary Axway, would acquire all the outstanding Tumbleweed
stock in cash at $2.70 per share. The proposed transaction is subject
to customary closing conditions including regulatory and Tumbleweed
stockholder approvals, and is expected to close in the third calendar
quarter of 2008. Tumbleweed's operations will then be combined with
those of Axway. Together, Axway and Tumbleweed will offer integrated
collaborative business solutions to more than 11,000 customers
globally.

Tumbleweed provides Secure Content Delivery Solutions to more than
3,300 customers in various industries including financial services,
healthcare and government. Tumbleweed reported revenue of $57 million
(approximately EUR 38 million) in fiscal 2007. Sopra Group intends to
merge the businesses of Tumbleweed with those of its subsidiary,
Axway, a leading global provider of collaborative business solutions
which reported fiscal 2007 revenue of EUR 145 million ($218 million)
and a 10% EBIT margin.

Sopra Group expects this transaction to be accretive. In 2009, the
combined entity of Axway and Tumbleweed expects to generate revenue of
around EUR 230 million with an operating margin between 12-15%.

The CEO of Axway, Christophe Fabre, and the CEO of Tumbleweed, Jim
Scullion, share a common vision about the market and the solutions
required to drive it. According to Scullion, "Tumbleweed is a natural
fit with Axway. We are confident that the combined product offering
will benefit customers from both companies and increase long-term
growth prospects."

Fabre adds, "The combined entity is expected to more than double
Axway's North American revenue. In addition, our respective customers
will have access to a highly attractive set of products, solutions and
services."

The proposed transaction has been approved by Sopra Group's Board
of Directors. Tumbleweed's Board of Directors also approved the
transaction and will recommend that its shareholders accept the offer.
The transaction is subject to regulatory approvals and other customary
closing conditions and is expected to close in the third quarter of
2008.

Sopra Group expects to fund the transaction through its existing
lines of credit. Given the complementary nature of Axway's and
Tumbleweed's businesses, Sopra Group expects to recognize synergies
through both revenue growth and cost savings.

International Conference / Webcast Information

An informational meeting conducted by the management teams to
discuss the proposed transaction will take place today at 10:30 a.m.
CET and will be held in the Sopra Group head office located at 9 bis,
rue de Presbourg, 75116 Paris. This meeting, which will be held in
French, is open to all interested parties. A replay of the meeting, as
well as an English translation, will be available at
www.finance.sopragroup.com and www.tumbleweed.com for those unable to
attend the live session.

Additional Information and where to find it

This communication may be deemed to be solicitation material in
respect of the proposed merger of Tumbleweed by Sopra Group and Axway.
In connection with the proposed merger, Axway and Tumbleweed intend to
file relevant materials with the SEC, including Tumbleweed's proxy
statement on Schedule 14A. STOCKHOLDERS OF TUMBLEWEED ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING TUMBLEWEED'S
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be able
to obtain the documents free of charge at the SEC's web site,
http://www.sec.gov, and Tumbleweed stockholders will receive
information at an appropriate time on how to obtain
transaction-related documents for free from Tumbleweed. Such documents
are not currently available.

Participants in Solicitation

The directors of Sopra Group, Axway, and Tumbleweed, may be deemed
to be participants in the solicitation of proxies from the holders of
Tumbleweed common stock in respect of the proposed transaction.
Information about the directors of Sopra Group is set forth in the
2007 Reference Document which was filed with the AMF (Autorite des
marches financiers) on April 23, 2008. In addition, the following
executives of Sopra Group/Axway may deemed to be participants:
Christophe Fabre, Dave Bennett, Scott Hausman et Kathleen Clark
Bracco. Information about the directors and executive officers of
Tumbleweed is set forth in the proxy statement for Tumbleweed's 2008
Annual Meeting of Stockholders, which was filed with the SEC on April
30, 2008. Investors may obtain additional information regarding the
interest of such participants by reading the proxy statement regarding
the merger when it becomes available.

Forward-Looking Statements

This press release and the information meeting announced in it
contain forward-looking statements that involve risks, uncertainties
and assumptions. If such risks or uncertainties materialize or such
assumptions prove incorrect, actual results could differ materially
from those expressed or implied by such forward-looking statements and
assumptions. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements,
including the anticipated timing of filings and approvals relating to
the transaction; the expected timing of the completion of the
transaction; the expected benefits and costs of the transaction;
management plans relating to the transaction; the ability to complete
the transaction considering the various closing conditions, including
those conditions related to antitrust and CFIUS (Exon-Florio)
regulations; any projections of earnings, revenues, synergies,
accretion, margins or other financial items; any statements of the
plans, strategies and objectives of management for future operations,
including the execution of integration plans; any statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. Risks, uncertainties and assumptions include
risks related to the timing or ultimate completion of the transaction;
the possibility that expected benefits may not materialize as
expected; that, prior to the completion of the transaction,
Tumbleweed's business may not perform as expected due to uncertainty;
that the parties are unable to successfully implement integration
strategies; and other risks and uncertainties that are beyond the
control of Sopra Group and Tumbleweed. Sopra Group and Tumbleweed
disclaim any obligation to update or correct any forward-looking
statements made herein due to the occurrence of events after the
issuance of this press release.

About Sopra Group

One of the leaders in the European consulting and IT services
market, Sopra Group generated revenue of 1 billion euros in 2007 and
has a human and intellectual resource potential of over 11,000 people.
Thanks to a longstanding culture of excellence and strong
sector-specific, functional and technological know-how, the Group
offers its clients an end to end approach based on a well-honed
business model. Sopra Group's ambition is to allow its clients to
focus on transformation projects that will give them a competitive
edge and help them drive growth. Sopra Group's savoir-faire
encompasses prior strategic reflection through to the supervision and
implementation of major systems integration and application
outsourcing projects. The Group also pursues the worldwide deployment
of its activities in both application integration and business process
management through its subsidiary Axway, one of the leading providers
of Collaborative Business Solutions, with a complete range of
solutions and services. For more information, please go to our website
www.sopragroup.com.

About Axway

Axway is one of the leading global providers of collaborative
business solutions. Axway establishes the dynamic connections - within
and among enterprises - that make companies easier to do business
with. Spanning all industries, over 8000 organizations in more than
100 countries depend on Axway to manage and control their
business-critical information in motion - improving value chain
efficiency, regulatory compliance and quality of service. Built on a
service-oriented architecture (SOA), Axway's Synchrony(TM) solutions
feature a highly flexible integration and B2B framework, business and
technical analytics, and professional services. Axway also offers
customized solutions for the financial services, life sciences and
automotive industries. Many of Axway's solutions are available in a
software-as-a-service (SaaS) model. A subsidiary of Sopra Group, SA,
Axway is headquartered in Scottsdale, Arizona.

About Tumbleweed

Tumbleweed Communications Corp. (NASDAQ:TMWD), an industry leader
in managed file transfer, email security and identity validation,
provides enterprise-class solutions to organizations of all sizes.
Tumbleweed's innovative products enable organizations to effectively
manage and protect business-critical Internet communications, with
capabilities that span secure file transfer, encryption, data loss
prevention, and email security. Tumbleweed has more than 3,300
customers worldwide, including blue-chip companies across an array of
industries such as technology, retail, finance, healthcare,
manufacturing, consumer packaged goods, telecom, energy, and the U.S.
Government. The world's most security conscious organizations rely
upon Tumbleweed technology including Bank of America Securities, JP
Morgan Chase & Co., the U.S. Food and Drug Administration, and the
U.S. Department of Defense. Our award-winning products build on 15
years of R&D and 29 security patents in the U.S. alone - many of which
are licensed by other security vendors. More information can be found
at www.tumbleweed.com.

Sopra Group
Investor Relations
Kathleen Bracco, +33 (0)1 40 67 29 61
kbraccoclark@sopragroup.com
or
Press Relations
Virginie Legoupil, +33 (0)1 40 67 29 41
vlegoupil@sopragroup.com
Or
Tumbleweed
Investor Relations
Matt Clawson, +1 949-474-4300
matt@allencaron.com
or
Press Relations
Erika Blaney, +1 650-216-2110
eblaney@tumbleweed.com
Or
Axway
Press Relations
Lori Bush Shepard, +1 480-627-1836
lbshepard@us.axway.com

Copyright Business Wire 2008