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San Jose, California, & Fairfield, New Jersey, October 2 - Allegro New Media, Inc.® (Nasdaq: ANMI) and Software Publishing Corporation (Nasdaq: SPCO) today announced that they have entered into a definitive merger agreement. The companies believe that by combining the technology, product, distribution and management strengths of the two companies, the consolidated company will be well positioned to sell its products to corporate and SOHO customers. The result is expected to be a new organisation that optimises the best assets of each: a focused and complimentary line of visual communication software products, complimentary distribution channels, common customers, and leadership from an experienced and enthusiastic senior management team.

Terms of Agreement

Under the terms of the agreement, Software Publishing Corporation (SPC) will become a wholly-owned subsidiary of Allegro New Media, Inc. (Allegro) and will continue to operate under the name of Software Publishing Corporation. The key officers of SPC will become officers of Allegro.

As a result of the transaction, SPC stockholders will receive approximately 0.26805 shares of Allegro New Media, Inc. common stock for each share of SPC stock. Following the merger, SPC stockholders and vested option holders will hold 45% of the outstanding shares and vested options of Allegro. The transaction is structured to qualify as a tax-free reorganisation and will be accounted for under the purchase method of accounting.

The boards of directors of both companies have unanimously approved the definitive merger agreement. The merger is subject to the approval of both company's stockholders, written fairness opinions delivered to the respective boards of directors, and other customary conditions to closing. Subject to regulatory approval, the parties currently intend to close the transaction on or about December 31, 1996.

"The combination of Allegro New Media and Software Publishing Corporation creates a strong, aggressive, and highly focused company. By creating this new organisation, we will be well positioned to increase value to all stockholders," said Barry A. Cinnamon, Chairman and Chief Executive Officer of Allegro. "Our senior management team is determined to expand market share for our portfolio of visual communication products. The opportunities to develop these visual communication products supporting output on paper, on screen, and over both the Intranet and Internet is greatly enhanced by the combination of our complimentary technologies and other assets."

"Today we have announced the rebirth of Software Publishing Corporation, a company Janelle Bedke, John Page, and I founded 16 years ago," said Fred Gibbons, Chairman of SPC. "By combining the highly unique visual communication technologies developed by both Allegro and Software Publishing Corporation, the complimentary distribution channels and common target customers, we are creating a stronger platform to execute the vision for the future."

The management team of the combined corporation will consist of the following seasoned executives: From Allegro will be Barry Cinnamon, Chairman, President and Chief Executive Officer; and Mark Leininger, Chief Operating Officer. From SPC will be Dan Fraisl, Vice President of Research & Development; Miriam Frazer, Vice President of Finance and Chief Financial Officer; and Joe Szczepaniak, Vice President of Sales & Marketing.

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements that involve certain risks and uncertainties that could cause actual results to materially differ from those in the forward looking statements. Potential risks and uncertainties include such factors as the level of business and consumer spending for computer software, the amount of sales of the company's products, the competitive environment within the computer software industry, the ability of Allegro to integrate the Serif operations, the ability of SPC and Allegro to complete the proposed transaction and integrate their operations, the level and costs incurred in connection with the company's product development efforts, and the financial strength of the retail industry. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the companies with the Securities and Exchange Commission.

About Software Publishing Corporation

Software Publishing Corporation is an international supplier of business productivity software for the IBM personal computer and compatibles. Software Publishing Corporation develops and markets visual communication solutions which enrich the user's ability to see, understand and communicate information to make more effective business decisions. The Software Publishing Corporation product line includes ActiveOfficeTM ASAP WordPowerTM, ASAP WebShowTM ASAPTM Harvard Graphics®, Harvard ChartXL® and Harvard Spotlight®. For more information, visit the Company's website at, or contact its Customer Service Department.

About Allegro New Media, Inc.

Allegro New Media and its SerifTM subsidiary publish interactive software applications that automate traditional business tasks, including PagePlusTM, DrawPlusTM, Entrepreneur Encyclopedia, 1001 Forms and Letters, and Learn To Do Windows 95 with John C. Dvorak. Allegro's "Business Tools for the Inter ... Active" can be found at retail outlets throughout North America and Europe, or may be ordered directly by calling 800-ALLEGRO. For more information, visit the Company's website at

NOTE: The Harvard product line is a group of products from Software Publishing Corporation and has no connection with Harvard University. All trademarks referenced herein are the property of their respective owners.

SOURCE Software Spectrum

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