Due Diligence Completed for NetManage's Acquisition by Rocket Software, Inc.

  
    
  
  
    
      NetManage, Inc. (Nasdaq:NETM), a software company that provides the 
      fastest way to transform legacy applications into new Web-based business 
      solutions, and Rocket Software, Inc. (www.rs.com), 
      a Boston-based privately held corporation ("Rocket") developer of 
      Enterprise Infrastructure products, today jointly reported that the due 
      diligence has been completed for NetManage’s 
      acquisition by Rocket Software.
    
    
      Section 5.3(h) of the Agreement and Plan of Merger (the "Agreement") 
      between NetManage, Inc., (“NetManage”) 
      and Rocket required, as a condition of closing of the acquisition of 
      NetManage by Rocket, that Rocket complete business, technical, legal and 
      financial due diligence on NetManage and its products and to determine 
      whether the results of that investigations were acceptable to Rocket. 
      Accordingly, the closing condition set forth in Section 5.3(h) of the 
      Agreement was effectively waived according to its terms effective as of 
      January 18, 2008.
    
    
      Pursuant to Sections 5.3(f) and 5.3(g) of the Agreement, Rocket had the 
      right to terminate the Agreement on or prior to January 18, 2008 if (i) 
      it had not received the consent of Wells Fargo Foothill, Inc. ("WFF") 
      regarding the closing of the transaction or (ii) it had not obtained an 
      agreement for financing from WFF on terms acceptable to Rocket, in its 
      sole discretion. NetManage and Rocket agreed on January 18, 2008 to 
      amend the Agreement to extend the date by which Rocket must terminate 
      the Agreement or waive these conditions to February 8, 2008.
    
    
      “NetManage has successfully passed Rocket’s 
      due diligence investigation. Following Rocket's recommendation, 
      discussions have been held with their bankers. In the conversations, 
      NetManage learned that more time will be required to syndicate the 
      financing,” said Zvi Alon, NetManage’s 
      Chief Executive Officer. “The NetManage Board 
      determined that extending the time of the financing contingency will be 
      in the best interest of shareholders and Rocket and NetManage remain 
      committed to closing the contemplated transaction successfully,” 
      he added.
    
    
      About NetManage
    
    
      NetManage, Inc. (NASDAQ:NETM), is a software company that provides the 
      fastest way to transform legacy applications into new Web-based business 
      solutions. More than 10,000 customers worldwide, including the majority 
      of the Fortune 500, have chosen NetManage for mission critical 
      application integration. For more information, visit www.netmanage.com.
    
    
      About Rocket
    
    
      Rocket Software, Inc. is a global software development firm that builds 
      and services Enterprise Infrastructure products for the world's leading 
      OEMs, networks and software companies. For more information, visit www.rocketsoftware.com.
    
    
      © 2007 NetManage, Inc., its subsidiaries, and 
      its affiliates. All rights reserved.
    
    
      NetManage, the NetManage logo, the lizard-in-the-box logo, Chameleon and 
      Chameleon design, Incremental SOA, OnWeb, Librados, RUMBA, ONESTEP, 
      ViewNow, SupportNow, Librados, and OnWeb are either trademarks or 
      registered trademarks of NetManage, Inc. in the United States and/or 
      other countries. All other trademarks are the property of their 
      respective owners.
    
    
      This press release contains, in addition to historical information, 
      forward-looking statements within the meaning of the safe harbor 
      provisions of Section 21E of the Securities Exchange Act of 1934. These 
      forward-looking statements including statements regarding improvement in 
      the Company's competitive position, improvement in financial results and 
      business pipeline, the Company's positioning in its market, and the 
      progress and benefits of the Company's execution on its business plan, 
      involve risks and uncertainties. The Company's actual results could 
      differ materially from the results discussed in the forward-looking 
      statements. The factors that could cause or contribute to such 
      differences include, among others, that competitive pressures continue 
      to increase, that the markets for the Company's products could grow more 
      slowly than the Company or market analysts believe, that the Company is 
      unable to integrate or take advantage of its acquisitions successfully, 
      or that the Company will not be able to take advantage of growth in the 
      Company's target markets. Additional information on these and other risk 
      factors that could affect the Company's financial results is included in 
      the Company's Annual Report on Form 10-K, Quarterly Reports on Forms 
      10-Q, current reports on Forms 8-K and other documents filed with the 
      Securities and Exchange Commission. Furthermore, NetManage is under no 
      obligation to (and expressly disclaims any such obligation to) update or 
      alter any of the forward-looking statements contained in this press 
      release whether as a result of new information, future events or 
      otherwise, unless required by law.
    
    
      Although Rocket continues to discuss both the consent and an agreement 
      for financing with WFF, there can be no assurance that Rocket will be 
      able to obtain such consent or such an agreement prior to February 8, 
      2008. Accordingly, there can be no assurance that Rocket will not 
      ultimately elect to terminate the Agreement.