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BRAIN International Acquires Most Significant American Competitor

28 September 1999

BRAIN International Acquires Most Significant American Competitor - Now #1 in U.S. Automotive Enterprise Resource Planning Market

    BREISACH, Germany, Sept. 27 -- BRAIN International today
announced the acquisition of CMI -- Competitive Solutions, Inc., (CMI-CS), an
automotive Enterprise Resource Planning (ERP) software provider, located in
Grand Rapids, Mich.
    The complete acquisition of CMI-CS is an extremely important strategic
move for BRAIN International.  BRAIN now has more than 1,200 installations
worldwide and has achieved its goal to be the largest provider of automotive
business solution (ERP) software in the world.
    CMI-CS projects revenue of $16.3 million for the fiscal year ending May
1999.  CMI-CS's 130 employees support more than 400 installations at
automotive suppliers.  In the current year, CMI-CS plans to increase revenue
to $30 million.  Its clear and consistent focus on the automotive industry
since its founding in 1980 has enabled CMI-CS to achieve a cumulative average
growth rate of 47 percent over the last three years.
    The two newly combined U.S. divisions of BRAIN International, BRAIN North
America, Inc., Ann Arbor, Mich., and CMI-CS, project revenue of more than
$27.3 million for the 1999 calendar year.  The acquisition of CMI-CS is
expected to increase projected corporate revenue by $8.7 million.  The five-
year plan has been adjusted to reflect the acquisition, raising the projected
U.S. revenue for 2004 by 100 percent to $109 million.
    The newly founded BRAIN North America Holding, Inc., based in Grand
Rapids, will consolidate the activities of the two American divisions of BRAIN
International.
    In addition to bringing BRAIN many new customers, all of whom belong to
BRAIN's target market, the acquisition will create significant synergies.
BRAIN International will now go to market with CMI-CS's platform independent
applications, available for NT and Unix, side by side with existing products
for the IBM AS/400.  This dramatically increases the potential customer pool
within the automotive industry.  BRAIN's Xpert Manufacturing System is
designed with exactly the functionality required by the automotive industry,
and is available in eight standard languages.  In addition, CMI-CS's highly
innovative applications such as Computer Based Training (CBT), SupplyWEB(TM)
and their recently announced ANX(R) E5 server will decrease the length of
implementation projects, enhance communications between suppliers and expand
the target market within the automotive industry.
    "This acquisition puts us in an even better position to help automotive
suppliers meet the constantly and rapidly evolving demands of the OEMs before
their deadlines," said Kurt Rembold, CEO of BRAIN International.  "By
purchasing CMI-CS, until now BRAIN's largest direct competitor in the American
market, BRAIN has not only established a reputation in North America, but has
also reached the critical mass necessary to succeed in this demanding
marketplace."

    Corporate Background
    BRAIN International AG, headquartered in Breisach, Germany, is one of the
leading international providers of comprehensive ERP solutions to automotive
suppliers around the world.  BRAIN offers midrange automotive suppliers one-
stop shopping for all their IT needs, from hardware and software, to
implementation and training.  Founded in 1981, BRAIN has always focused on the
automotive industry.  Automotive does not have to compete with other verticals
for development resources so new OEM requirements can be anticipated and
implemented in advance of OEM deadlines.  As the automotive industry has
expanded globally, so has BRAIN.  The first international office opened in
Spain in 1992, and now BRAIN has a total of 40 offices in Argentina, Austria,
Brazil, the Czech Republic, France, Germany, Hungary, Italy, Mexico, Portugal,
Russia, Spain, Switzerland, the UK and the USA.  BRAIN's 1,400 employees
support customer installations in midrange manufacturing plants around the
world.  BRAIN plans to continue its investment in international growth, both
through strategic acquisition and native expansion, with resources generated
by its very successful IPO in March 1999.