Indus and MDSI to Combine in a Private Equity Transaction Sponsored by Vista Equity Partners

  
    
  
  
    
      Indus International, Inc. (NASDAQ: IINT), a leading Service Delivery 
      Management (SDM™) solution provider, and Vista 
      Equity Partners, a $1 billion private equity investment firm based in 
      San Francisco, CA, today announced they have entered into a merger 
      agreement under which Indus, subject to customary closing conditions, 
      will be acquired by an affiliate of Vista in an all-cash transaction 
      valued at approximately $240 million. Upon completion of the merger, 
      Vista intends to combine Indus with MDSI Mobile Data Solutions 
      Incorporated, a Vista portfolio company and the worldwide leader in 
      enterprise mobile workforce management software. The stockholders of 
      Indus, subject to customary closing conditions, will receive $3.85 in 
      cash in exchange for each share of Indus stock.
    
    
      “The combination of these two industry leaders 
      is a game-changing event,” said Greg Dukat, 
      President and CEO of Indus. “Together our 
      products epitomize the Service Delivery Management philosophy, combining 
      the functionality of best-of-breed enterprise asset management, field 
      service management and customer management applications, to help service 
      delivery organizations optimize interrelated business processes. Along 
      with our emerging strength in the commercial client market, the combined 
      company’s client base will include 5 of the 
      top 10 cable companies and 18 of the top 20 utility companies in North 
      America, as well as some of the world’s 
      largest telecommunications companies. The combined footprint of Indus 
      and MDSI will create the most attractive suite of products for the 
      market.”
    
    
      Vince Burkett, MDSI’s President and CEO adds 
      that “the combination of our two companies 
      will bring together expertise and thought leadership that’s 
      not found elsewhere in the industry. Together we will provide our 
      clients with a broader solution suite to fully optimize their service 
      delivery processes.”
    
    
      According to Robert F. Smith, Managing Principal of Vista Equity 
      Partners, “We are long-term investors in 
      technology-enabled companies that are committed to leadership in their 
      markets. We have been impressed with the product offerings, vision and 
      market leadership found within Indus. We feel that a combination of 
      Indus and MDSI will create a company that will be uniquely positioned to 
      offer an end to-end solution for service delivery management. The proven 
      management teams at both companies and unparalleled client base will be 
      leveraged to provide clients with a single source for managing and 
      optimizing their operations.”
    
    
      The Board of Directors of Indus has unanimously approved the merger 
      agreement and recommended that the stockholders vote in favor of it. 
      Indus will hold a special meeting of stockholders to approve the merger, 
      where a majority of the outstanding shares of Indus are required to 
      approve the offer in order for the transaction to proceed. The closing 
      is subject to customary closing conditions, including antitrust 
      clearances. The transaction is expected to close within the next 90 days.
    
    
      Credit Suisse has acted as financial advisor to Indus for this 
      transaction.
    
    
      About Indus International
    
    
      Indus is a leading Service Delivery Management (SDM) solution provider, 
      helping clients in a broad array of industries optimize the management 
      of their customers, workforce, spare parts inventory, tools and 
      documentation in order to maximize performance and customer satisfaction 
      while achieving significant cost savings. Indus customer, asset and 
      workforce management software products, professional services and hosted 
      service offerings improve our clients’ 
      profitability by reducing costs, increasing capacity and 
      competitiveness, improving service to their customers, facilitating 
      billing for services and ensuring regulatory compliance. Indus solutions 
      have been purchased by more than 300 companies in more than 40 
      countries, representing diverse industries – 
      including manufacturing, utilities, telecommunications, government, 
      education, transportation, facilities and property management, high 
      tech, consumer packaged goods and more. For more information, visit www.indus.com.
    
    
      About MDSI
    
    
      MDSI is the largest, most successful provider of enterprise mobile 
      workforce management software in the world. MDSI's solutions improve 
      customer service and relationships and reduce field operating costs by 
      allowing companies to more effectively manage all mobile resources. 
      Headquartered in Richmond, BC, Canada, MDSI was founded in 1993 and has 
      approximately 275 employees. The company has operations and support 
      offices in the United States, Canada, Europe and South Africa. MDSI 
      services approximately 110 clients, including 80% of the top 20 North 
      American Utilities, and 50% of the top 10 North American Cable 
      companies, and has licensed more than 100,000 field service users around 
      the world. For more information, visit www.mdsi.ca
    
    
      About Vista Equity Partners
    
    
      Vista Equity Partners currently invests $1 billion in capital committed 
      to dynamic, successful technology-based organizations led by world-class 
      management teams with long-term perspective. Vista is a value-added 
      investor, contributing professional expertise and multi-level support 
      toward companies realizing their full potential. Vista's investment 
      approach is anchored by a sizable long-term capital base, experience in 
      structuring technology-oriented transactions, and proven management 
      techniques that yield flexibility and opportunity in private equity 
      investing. For more information, visit www.vistaequitypartners.com.
    
    
      Forward Looking Statements
    
    
      This press release contains statements, estimates or projections that 
      are not historical in nature and that may constitute “forward-looking 
      statements” as defined under U.S. federal 
      securities laws. These statements include, but are not limited to, the 
      successful completion of the merger, the timing of the completion of the 
      merger, the successful combination of Indus and MDSI, and the benefits 
      of combining Indus and MDSI product lines. These statements, which speak 
      only as of the date given, are subject to certain risks and 
      uncertainties that could cause actual results to differ materially from 
      our Company’s historical experience and our 
      expectations or projections. These risks include, but are not limited 
      to, the risk that the stockholders of Indus do not vote to approve the 
      transaction, the risk that the transaction is not consummated or not 
      consummated within the expected timeframe, the risk that the financing 
      required to pay the purchase price is not available, and the risk that 
      the expected benefits of the combination of Indus and MDSI are not 
      realized. Additional factors that may affect future results are 
      contained in Indus’ SEC filings. Investors 
      are advised to consult Indus’ filings with 
      the SEC, including its fiscal 2006 Annual Report on Form 10-K filed with 
      the SEC, for a further discussion of these and other risks.
    
    
      Indus is a registered trademark of Indus International, Inc. Other 
      company and product names may be trademarks of the respective companies 
      with which they are associated.
    
    
      Additional Information
    
    
      In connection with the proposed transaction, the Company plans to file 
      with the Securities and Exchange Commission (the “SEC”) 
      and mail to its stockholders a proxy statement that will contain 
      information about Indus, the affiliates of Vista Equity Partners that 
      are parties to the merger agreement, the proposed merger and related 
      matters. The information in this press release is not a substitute for 
      the proxy statement, and STOCKHOLDERS ARE URGED TO READ THE PROXY 
      STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT 
      INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION 
      ABOUT THE MERGER. In addition to receiving the proxy statement and a 
      proxy card from Indus by mail, stockholders will also be able to obtain 
      the proxy statement, as well as other filings containing information 
      about Indus, without charge, from the SEC’s 
      website (http://www.sec.gov) or from Indus, without charge.
    
    
      Indus and its executive officers and directors may be deemed to be 
      participants in the solicitation of proxies from Indus’ 
      stockholders with respect to the proposed merger. The affiliates of 
      Vista Equity Partners that are parties to the merger agreement may also 
      be deemed participants in such solicitation. Information regarding Indus’ 
      directors and executive officers is available in Indus’ 
      definitive proxy statement filed with the SEC on September 7, 2006. 
      Information regarding any interests that Indus’ 
      directors and executive officers may have in the merger will be set 
      forth in the proxy statement that Indus intends to file with the SEC in 
      connection with the proposed merger.
    
  
Indus International, Inc. (NASDAQ: IINT), a leading Service
Delivery Management (SDM(TM)) solution provider, and Vista Equity
Partners, a $1 billion private equity investment firm based in San
Francisco, CA, today announced they have entered into a merger
agreement under which Indus, subject to customary closing conditions,
will be acquired by an affiliate of Vista in an all-cash transaction
valued at approximately $240 million. Upon completion of the merger,
Vista intends to combine Indus with MDSI Mobile Data Solutions
Incorporated, a Vista portfolio company and the worldwide leader in
enterprise mobile workforce management software. The stockholders of
Indus, subject to customary closing conditions, will receive $3.85 in
cash in exchange for each share of Indus stock.

   "The combination of these two industry leaders is a game-changing
event," said Greg Dukat, President and CEO of Indus. "Together our
products epitomize the Service Delivery Management philosophy,
combining the functionality of best-of-breed enterprise asset
management, field service management and customer management
applications, to help service delivery organizations optimize
interrelated business processes. Along with our emerging strength in
the commercial client market, the combined company's client base will
include 5 of the top 10 cable companies and 18 of the top 20 utility
companies in North America, as well as some of the world's largest
telecommunications companies. The combined footprint of Indus and MDSI
will create the most attractive suite of products for the market."

   Vince Burkett, MDSI's President and CEO adds that "the combination
of our two companies will bring together expertise and thought
leadership that's not found elsewhere in the industry. Together we
will provide our clients with a broader solution suite to fully
optimize their service delivery processes."

   According to Robert F. Smith, Managing Principal of Vista Equity
Partners, "We are long-term investors in technology-enabled companies
that are committed to leadership in their markets. We have been
impressed with the product offerings, vision and market leadership
found within Indus. We feel that a combination of Indus and MDSI will
create a company that will be uniquely positioned to offer an end
to-end solution for service delivery management. The proven management
teams at both companies and unparalleled client base will be leveraged
to provide clients with a single source for managing and optimizing
their operations."

   The Board of Directors of Indus has unanimously approved the
merger agreement and recommended that the stockholders vote in favor
of it. Indus will hold a special meeting of stockholders to approve
the merger, where a majority of the outstanding shares of Indus are
required to approve the offer in order for the transaction to proceed.
The closing is subject to customary closing conditions, including
antitrust clearances. The transaction is expected to close within the
next 90 days.

   Credit Suisse has acted as financial advisor to Indus for this
transaction.

   About Indus International

   Indus is a leading Service Delivery Management (SDM) solution
provider, helping clients in a broad array of industries optimize the
management of their customers, workforce, spare parts inventory, tools
and documentation in order to maximize performance and customer
satisfaction while achieving significant cost savings. Indus customer,
asset and workforce management software products, professional
services and hosted service offerings improve our clients'
profitability by reducing costs, increasing capacity and
competitiveness, improving service to their customers, facilitating
billing for services and ensuring regulatory compliance. Indus
solutions have been purchased by more than 300 companies in more than
40 countries, representing diverse industries - including
manufacturing, utilities, telecommunications, government, education,
transportation, facilities and property management, high tech,
consumer packaged goods and more. For more information, visit
www.indus.com.

   About MDSI

   MDSI is the largest, most successful provider of enterprise mobile
workforce management software in the world. MDSI's solutions improve
customer service and relationships and reduce field operating costs by
allowing companies to more effectively manage all mobile resources.
Headquartered in Richmond, BC, Canada, MDSI was founded in 1993 and
has approximately 275 employees. The company has operations and
support offices in the United States, Canada, Europe and South Africa.
MDSI services approximately 110 clients, including 80% of the top 20
North American Utilities, and 50% of the top 10 North American Cable
companies, and has licensed more than 100,000 field service users
around the world. For more information, visit www.mdsi.ca

   About Vista Equity Partners

   Vista Equity Partners currently invests $1 billion in capital
committed to dynamic, successful technology-based organizations led by
world-class management teams with long-term perspective. Vista is a
value-added investor, contributing professional expertise and
multi-level support toward companies realizing their full potential.
Vista's investment approach is anchored by a sizable long-term capital
base, experience in structuring technology-oriented transactions, and
proven management techniques that yield flexibility and opportunity in
private equity investing. For more information, visit
www.vistaequitypartners.com.

   Forward Looking Statements

   This press release contains statements, estimates or projections
that are not historical in nature and that may constitute
"forward-looking statements" as defined under U.S. federal securities
laws. These statements include, but are not limited to, the successful
completion of the merger, the timing of the completion of the merger,
the successful combination of Indus and MDSI, and the benefits of
combining Indus and MDSI product lines. These statements, which speak
only as of the date given, are subject to certain risks and
uncertainties that could cause actual results to differ materially
from our Company's historical experience and our expectations or
projections. These risks include, but are not limited to, the risk
that the stockholders of Indus do not vote to approve the transaction,
the risk that the transaction is not consummated or not consummated
within the expected timeframe, the risk that the financing required to
pay the purchase price is not available, and the risk that the
expected benefits of the combination of Indus and MDSI are not
realized. Additional factors that may affect future results are
contained in Indus' SEC filings. Investors are advised to consult
Indus' filings with the SEC, including its fiscal 2006 Annual Report
on Form 10-K filed with the SEC, for a further discussion of these and
other risks.

   Indus is a registered trademark of Indus International, Inc. Other
company and product names may be trademarks of the respective
companies with which they are associated.

   Additional Information

   In connection with the proposed transaction, the Company plans to
file with the Securities and Exchange Commission (the "SEC") and mail
to its stockholders a proxy statement that will contain information
about Indus, the affiliates of Vista Equity Partners that are parties
to the merger agreement, the proposed merger and related matters. The
information in this press release is not a substitute for the proxy
statement, and STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION
ABOUT THE MERGER. In addition to receiving the proxy statement and a
proxy card from Indus by mail, stockholders will also be able to
obtain the proxy statement, as well as other filings containing
information about Indus, without charge, from the SEC's website
(http://www.sec.gov) or from Indus, without charge.

   Indus and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Indus' stockholders
with respect to the proposed merger. The affiliates of Vista Equity
Partners that are parties to the merger agreement may also be deemed
participants in such solicitation. Information regarding Indus'
directors and executive officers is available in Indus' definitive
proxy statement filed with the SEC on September 7, 2006. Information
regarding any interests that Indus' directors and executive officers
may have in the merger will be set forth in the proxy statement that
Indus intends to file with the SEC in connection with the proposed
merger.