(October 24, 2002) - Progress Software Corporation and eXcelon Corporation have signed a definitive agreement allowing Progress to acquire eXcelon in an all-cash transaction for $3.19 per share, a total of approximately $24 million.

As a result of the agreement, Sonic Software, an independent operating company of Progress, outlined an acceleration of the SonicXQ enterprise service bus (ESB) product strategy utilizing technology from eXcelon, including XML processing, service orchestration capabilities, and tools. Sonic's acquisition of Stylus Studio, eXtensible Information Server (XIS), and BPM technologies will expand the SonicXQ platform with best-of-breed components.

"XML is the lingua franca for enterprise integration," said Greg O'Connor, president of Sonic Software. "SonicXQ, our ESB, provides the foundation for enterprise-wide flow of XML business documents. Moving forward with eXcelon we offer our developers a richer toolset, we significantly improve XML performance, especially in distributed enterprise environments, and we join forces with a strong engineering team that shares our vision for standards-based integration."

These new offerings will be phased into the SonicXQ product line over the next 6-12 months, with initial product bundles slated for Q1 2003 availability.

The acquisition has been unanimously approved by the boards of directors of Progress Software and eXcelon, and is subject to the approval of eXcelon's stockholders. The acquisition is expected to close within 90 days, subject to satisfaction of customary closing conditions.