Turbolinux to Acquire Linuxcare to Create New Enterprise Linux Power

Combined company with blue-chip customers, partners and investors offers enterprise-class range of Linux and open-source-powered Internet infrastructure solutions and services

SAN FRANCISCO, February 21, 2001 -- Turbolinux®, Inc., a leader in high-performance Linux for Internet infrastructure solutions, and Linuxcare, Inc., a leader in providing comprehensive professional services for Linux and open-source technologies, today announced that they have signed a definitive agreement for Turbolinux to acquire Linuxcare. The combined company will operate as Turbolinux. Terms of the deal were not disclosed.

The addition of Linuxcare's comprehensive professional services, training, labs and support components to the Turbolinux product line will allow the new company to deliver premier Internet infrastructure solutions to customers around the world.

"Linuxcare is a leader in open-source knowledge and services employing some of the top Linux experts in the world. Together we are a powerful and complementary fit," said T. Paul Thomas, president and CEO of Turbolinux. "This strategic acquisition accelerates and extends our service offerings to give our enterprise customers even greater assurance in building mission-critical business solutions with Turbolinux."

Under the terms of the acquisition agreement, Thomas will retain his CEO position and Linuxcare CEO and co-founder Arthur F. Tyde III will become Chief Technology Officer.

"This combination will create an exciting new force in the Linux and open-source space," said Arthur F. Tyde III, CEO of Linuxcare. "Turbolinux has been a strong partner for the past two years and we're excited about the expanded opportunities we can now deliver to our customers, partners and employees."

The new company will combine a formidable list of strategic partners and corporate investors, including Compaq Computer, Dell, Fujitsu Siemens, Hewlett-Packard, Hitachi, IBM, Intel, Motorola, NEC, Novell, Oracle, SGI, Sun Microsystems and Toshiba.

"Dell is a leading provider of Linux-based servers and workstations worldwide because it listens to the needs of its customers," said Rick Hoffman, director and general manager of Linux development at Dell. "These customers are telling us, and our Linux partners, to simplify the deployment and support for their Linux-based infrastructures. These powerful Open Source stalwarts create a single organization that will provide a robust portfolio of professional services and high performance Linux solutions."

Established in 1992, Turbolinux is a Linux market leader in Asia with growing penetration in the North American enterprise market. Turbolinux has worldwide hardware and software partnerships, high ROI mainframe and supercomputing solutions, a global support network and market leadership in clustering and Linux-based next-generation Intel computing platforms.

In addition to having one of the Linux industry's most comprehensive professional services and technical support teams, which includes admired open-source gurus, Linuxcare offers independent certification and testing through Linuxcare Labs and education and training through Linuxcare University. In the new company, Linuxcare services will continue to be vendor independent. By combining the complementary strengths of Turbolinux and Linuxcare, customers receive high-end business solutions that leverage the power of Linux, the world's fastest growing server operating system (IDC).

"All of the puzzle pieces fit together," said Dan Kusnetzky, vice president of International Data Corporation's (IDC) system software research group. "Putting together the system software products of Turbolinux with the technical expertise of Linuxcare will certainly strengthen their abilities to deliver complete business solutions that reduce the time that customers require to implement cost-saving Linux and Open-Source-based computing infrastructures."

In North America, the combined company has a prestigious roster of corporate blue-chip enterprise customers, including American Red Cross, BMG, Corvis, Digital Island, First Interstate Bank, J.P. Morgan Chase, Pentagon, State Farm Insurance, Verizon, WSE/Honeywell and Xerox.

Turbolinux and Linuxcare are backed by institutional investors August Capital, Deutsche Banc, Hambrecht & Quist Asia Pacific, Kleiner Perkins, Caufield & Byers, and Lehman Brothers.

With its planned acquisition of Linuxcare, Turbolinux is withdrawing its registration statement on form S-1 filed with the SEC on October 30, 2000.

Deutsche Banc Alex. Brown advised Turbolinux on this transaction.

About Turbolinux, Inc.
Founded in 1992, Turbolinux develops Linux-based software solutions for Internet and enterprise computing infrastructure, including reliable, available and scalable operating systems for workstations and servers and software clustering solutions for computing traffic management and peer-to-peer distributed computing. Backed by more than $95 million in investments from some of the world's leading technology companies, including Compaq, Dell, Fujitsu, Hitachi, IBM, Intel, NEC, Novell, Oracle, SGI and Toshiba, Turbolinux is headquartered near San Francisco with offices around the world. For more information, visit the Turbolinux Web site at http://www.turbolinux.com/.

About Linuxcare, Inc.
Linuxcare, Inc. is a leader in providing comprehensive professional services and solutions for Linux and open-source technologies. Linuxcare helps original equipment manufacturers (OEMs), independent software vendors (ISVs), Internet infrastructure vendors and Global 2000 companies maximize their success in putting Linux and open-source solutions to work. The company, with funding from Kleiner Perkins and corporate partners such as ITOCHU, Motorola, Oracle and Sun, hosts http://www.linuxcare.com, a leading technical resource for Linux and open-source solutions. Founded in 1998, Linuxcare is headquartered in San Francisco with offices around the world. The company can be reached at +1-415-354-4878.

Turbolinux is a registered trademark of Turbolinux, Inc. Linuxcare is a trademark of Linuxcare, Inc. Linux is a registered trademark of Linus Torvalds. Other names used may be trademarks of their respective owners.

Letter from the CEOs

February 21, 2001

To our customers, partners, and investors:

We're delighted to announce that Turbolinux and Linuxcare have agreed to join as one company, creating a powerful new force in the open-source industry.

What does this new combination mean?

It's simple.

Turbolinux has grown far beyond its roots as a leading distributor of the Linux operating system, with dominant market share in Asia. Turbolinux now offers a range of software products for clustering, distributed processing and high-availability computing that extends from the server to the IBM S/390 mainframe.

Linuxcare brings together the world's leading services for Linux and open-source software, including professional services, technical support, training, product testing/validation, and managed services. Linuxcare services are backed by many of the most brilliant minds in open-source development.

Together, we offer our customers a complete solution. Starting today, you can obtain from one company the most scalable, reliable and functional open-source-powered software backed by the best services in the industry. No matter which distribution of Linux you prefer.

The new company will be called Turbolinux. We've joined together to bring you more of what you demand from open-source technology: great products and superb services.

We look forward to working as one company with all of you.

Best,

Turbolinux-Linuxcare Merger: Frequently Asked Questions

2/21/2001

1. What has taken place?
Linuxcare has agreed to be acquired by Turbolinux. The union of Turbolinux and Linuxcare combines the two open-source market leaders in enterprise products and services, respectively.

2. Why did Turbolinux decide to acquire Linuxcare?
Customers want solutions from a single vendor that include great products backed by a full suite of services. Joining forces, the two companies combine powerful enterprise software such as Enfuzion and Turbolinux Server 6 for the IBM S/390 with industry leading professional services, technical support, training, product testing/validation and managed services.

3. What are the terms of the deal? Price? Stock or cash? Merger or acquisition?
Because the acquisition is subject to certain regulatory requirements and shareholder approval, the terms of the deal cannot be disclosed at this time. We will have more information when we can make it available.

4. When did Turbolinux decide to acquire Linuxcare?
The companies have collaborated on a number of projects for the past two years. Each side saw the opportunity presented by our complementary business models if we were to join forces. Serious discussions started before the December holidays.

5. What will be the name of the combined company?
The company will be called Turbolinux, Inc.

6. Who will be on the senior management team?
Paul Thomas, CEO
Ly Pham, COO and EVP Engineering
Bob Bowe, CFO
Kuniteru Kojima, President Japan
Ashok Pandey, President and GM, Asia Pacific
Art Tyde, CTO

7. Linuxcare supports many different Linux distributions. Will that change under the new company?
No. The merged companies will support all major open-source solutions and remain distribution-neutral. Our customers require solutions for heterogeneous computing environments. Turbolinux already offers software solutions that run on multiple Linux distributions as well as other operating systems (Unix, Windows).

8. Does this consolidation mark a slowing in the Linux market?
Not at all. IDC ranks Linux as the fastest-growing operating system and has just predicted a ten-fold increase in Linux services revenue. With the combined strength of our products and expertise, we see a prime opportunity to lead the industry with open-source-powered solutions and services that no other company is capable of delivering.

9. Who are some of the key customers, partners and investors of the combined entity?
The combined company's list of customers, investors and partners is a who's who of major technology players. Customers and partners include Compaq, Dell, Fujitsu Siemens, Hewlett-Packard, Hitachi, IBM, Intel, Motorola, NEC, Oracle, SGI, Sun and Toshiba. All of these companies are investors with the exception of Hewlett-Packard; additionally Novell is an investor. Venture capital backers include Kleiner Perkins, August Capital, Lehman Brothers and Hambrecht and Quist.