Open Solutions Inc. Announces Plans to Acquire Information Services Group from BISYS

Open Solutions Inc., a provider of integrated, enterprise-wide data processing technologies for banks and credit unions, today announced that it has reached a definitive agreement with New York-based The BISYS Group, Inc., a leading provider of outsourced solutions to investment firms, insurance companies and banks, to acquire BISYS’ Information Services Group. Open Solutions believes that this transaction will enable it to expand its product offerings, further increase its presence in the financial services marketplace and extend its client base to include the insurance and corporate industries.

The Information Services Group provides industry-leading information processing, imaging and back-office services to banks, insurance companies and corporate clients. The group consists of Banking Solutions, which provides outsourced information processing for approximately 220 large and community banks (through its TotalPlus™ core platform offering or through Open Solutions’ relational core technology TotalCS™ via a strategic partnership); Corporate Financial Solutions, which provides outsourced information processing in the areas of asset retention, corporate banking, healthcare banking, and insured deposit services for more than 100 insurance companies and major corporations; and Document Solutions, which is one of the industry’s largest providers of check-imaging solutions and serves approximately 400 financial institutions. Open Solutions intends to operate Information Services as a separate business unit, and Information Services will continue to be located and operate from its offices in Cherry Hill, NJ; Houston, TX; Lombard, IL; Cincinnati, OH; Rockland, MA; and Birmingham, AL. Clients of Information Services will benefit from the availability of even more choices in terms of open, industry-focused technology solutions and additional product offerings and services.

Industry veteran David Krystowiak, SVP and general manager at Open Solutions, who has more than 25 years of experience serving the financial services industry, will be heading up integration efforts and will be assisted by Open Solutions CFO Carl Blandino. They will be working closely with BISYS’ senior management to oversee integration planning and transition efforts.

Under terms of the agreement, which is subject to the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the receipt by Open Solutions of the proceeds of its committed financing, the receipt of certain third party consents and approvals, the receipt of audited final statements for the Information Services business and other closing conditions, Open Solutions will purchase Information Services for a total cash consideration of approximately $470 million subject to adjustment, in a cash-for-stock purchase and make a section 338(h) (10) tax election. The transaction is expected to close in the fourth quarter of 2005. Open Solutions expects the acquisition to be accretive to earnings per share and, based on its assumptions and a 2005 closing, currently believes that for the full calendar year 2006 the net effect of the transaction will be a contribution of between $180 and $195 million of revenue, between $45 and $55 million of EBITDA, and between $0.06 and $0.12 of diluted earnings per share.

BISYS has been a strategic reseller and alliance partner of Open Solutions since 1997 when BISYS Information Services first partnered with Open Solutions to offer Open Solutions’ relational core data processing technology as an outsourced data processing alternative. Approximately 60 of BISYS’ 220 core clients are currently processed on Open Solutions’ relational core platform and other complementary products. The partnership has grown and expanded through the years to include access to Open Solutions’ full line of complementary products and services. Both organizations know each others’ management teams and have enjoyed an excellent working relationship as they sought to better address the growing demand in the market for Open Solutions’ technology offerings. The acquisition represents a natural progression of this relationship. Open Solutions and BISYS’ Information Services Group both serve the financial services marketplace with an emphasis on providing institutions with a distinct technological, service and competitive advantage.

“We are delighted to be able to announce today our agreement to acquire Information Services from BISYS,” said Open Solutions Chairman and CEO Louis Hernandez, Jr. “As with all our acquisitions, we seek to add key strategic organizations that will allow us to meet our long-term strategic goals; complement our own organic growth; culturally fit into our organization; and enable us to better serve the financial services industry. Information Services brings us an ongoing and already established working relationship, with a similar business philosophy, industry commitment, market vision, industry-skilled employee base and a desire to proactively serve the needs of its clients and the marketplace. We believe this acquisition will enable our organization to further expand our market presence and extend our reach within the financial services sector as Open Solutions continues to serve financial institutions of all sizes. All of us at Open Solutions are looking forward to welcoming the employees and clients of Information Services into the Open Solutions family.”

“We believe that the acquisition by Open Solutions of BISYS Information Services will create an excellent opportunity to increase the success that Information Services has enjoyed in the financial services marketplace,” said Bill Neville, president of BISYS Information Services. “BISYS and Open Solutions have mutually benefited from an established and excellent working relationship for many years, and the union of the two businesses will position the combined organization for even greater success in the future. Like Information Services, Open Solutions is highly-recognized in the financial services arena and has demonstrated a focused commitment to meeting the technological and service needs of the industry and their clients. The associates of Information Services are looking forward to joining and continuing to work with Open Solutions to further serve the needs of the financial services industry.”

Russ Fradin, BISYS president and CEO, stated, “Open Solutions has earned an excellent reputation in the financial services and credit union marketplace of providing focused technology solutions combined with outstanding client service. As a result, we are pleased that we have reached an agreement with Open Solutions, a logical acquirer of these operations. Open Solutions has the industry reputation, experience, resources and products to continue to provide our Information Services clients with a robust suite of offerings and a similar dedication to client service. We believe that our Information Services clients will be served well in the years ahead and that our professionals will be joining a world-class organization.”

Open Solutions intends to leverage each company’s strengths and experience to further expand into the overall financial services marketplace while continuing to serve the unique needs of the banking and credit union industry. This is just one step in Open Solutions’ long-term strategy to further establish itself as the leader in the industry.