Proposed Aquisition

Sopheon PLC
29 March 2001


                                                                  29 March 2001



                                 Sopheon plc



 Proposed Acquisition of the technology and information services division of
                       Aventis Research & Technologies



Stock Transaction Will Give Knowledge Management Leader Added Strength In Life
                 Sciences and Critical Mass in German Market



Sopheon plc ('Sopheon') (LSE:SPE), the international knowledge management
software and services company, announced today that it has signed a letter of
intent to acquire the Technology and Information Services division ('AIT') of
Aventis Research & Technologies, Frankfurt, Germany.



Based in the Industrial Park Hochst, Frankfurt, Germany, AIT was formed
originally as the Scientific Information Department of Hoechst A.G. - Central
Research; AIT was converted to profit-centre status in 1998 when it extended
its service reach to include customers outside the former Hoechst group.
While the Aventis Group as a whole continues to be an important customer, AIT
also has other customers, many of which are leading life sciences businesses.



Its activities are complementary to Sopheon's existing operations in the US,
UK and the Netherlands and will give Sopheon a strong service and product
presence in Germany and in the life sciences market, and a relationship with
one of the world's leading pharmaceutical companies.  Like Sopheon, AIT is
focused on providing technology-based solutions that integrate software
applications, expert services and specialized content to improve
knowledge-intensive business processes.  Its offerings include knowledge
management and research portal solutions, integrated systems and application
design services for businesses in the life sciences sector.



Sopheon anticipates that the consideration for the proposed acquisition will
comprise the issue of new ordinary shares to the vendor (subject to a twelve
month lock-in period) with a value approximately equal to the net assets being
acquired (including tangible assets, receivables and cash).  At the time the
transaction is completed, it is anticipated that AIT will have sufficient
working capital for it to operate as an independent entity outside Aventis
Research & Technologies.  Sopheon will also acquire AIT's intellectual
property within the proposed consideration. The consideration will also
incorporate an earnout component, also in the form of Sopheon equity, linked
to profits in 2001 through 2003.



AIT has annual revenues of DM 20 million (£6.5 million) and generates an
operating profit.



The transaction will be subject to completion of due diligence, execution of a
definitive agreement, respective board and regulatory approvals, amongst other
requirements.





Barry Mence, Chairman of Sopheon commented :



'AIT is an excellent fit with Sopheon in terms of products, services and a
focus on the life sciences industry.  The proposed acquisition will increase
our geographic reach as well as improving our overall product offering.  We
also look forward to welcoming Aventis Research & Technologies as a
shareholder in Sopheon.'



About Aventis Research & Technologies



Aventis Research & Technologies GmbH & Co KG is a subsidiary of Aventis Group,
Strassbourg, France  - the leading pharmaceuticals and agro group created in
December 1999 through the merger of Hoechst A.G. of Germany and Rhone-Poulenc
S.A. of France.



About Sopheon



Sopheon, which last year merged with Minneapolis-based Teltech Resource
Network Corporation, is an international provider of information and knowledge
solutions that enable companies to more efficiently access internal and
external information and turn it into the knowledge to compete. Sopheon's
experience in integrating information process and content is the foundation
for a combination of pre-loaded, industry-specific software applications,
expert services and specialized content. Its comprehensive solutions can
enhance business processes ranging from product development and customer
relationship management to R&D and quality management. Sopheon has operating
bases in the United Kingdom, the Netherlands and the United States. Its
clients are companies in the life sciences, high-tech and healthcare industry
sectors, and include nearly half of the technology-driven companies on the
Fortune 500.  For more information, please visit www.sopheon.com.



For further information, please contact:


Sopheon plc
Barry Mence, Chairman       ([e-mail])      + 44 (0)14 8388 3000
Arif Karimjee, CFO          ([e-mail])    + 44 (0)14 8388 3000

Buchanan Communications
Steve Liebmann/Ed Cowdery   ([e-mail])       + 44 (0)20 7466 5000