ActionPoint and Captiva To Merge

Creates the largest information capture software provider

SAN JOSE & SAN DIEGO, CA  March 5, 2002  ActionPoint, Inc. and Captiva Software Corporation, a privately-held company, jointly announced today they have signed a definitive agreement providing for the merger of ActionPoint, a provider of document capture solutions, and Captiva, a provider of Forms Processing solutions, creating the largest Information Capture software provider. The newly merged company creates the largest Information Capture Software provider, with 2001 revenues of approximately $45M and 300 employees worldwide.

Under the terms of the stock for stock merger, which is subject to approval by the stockholders of both companies and other customary closing conditions, Captiva equity shareholders will own approximately 49% of the new company. The combined company plans to operate under the Captiva Software Corporation name. "We believe that the name Captiva more clearly describes our business as a merged entity, which is the leading provider of capture software," continued Hawley. Ms. Hawley, ActionPoint's current Chairman, will continue as the Chairman of the Board of the combined company, with the remainder of the Board composed of members of both companies' Boards. Reynolds C. Bish, currently President and CEO of Captiva, will be President and CEO of the newly formed company, while Steve Francis, President and CEO of ActionPoint, will be COO, with a focus on integrating and managing the two companies' services and software development operations. Bish and Francis will continue as CEOs of their respective companies until the merger is completed.
The merged company will be the largest software vendor in the market, with 2001 revenues of approximately $45 million, approximately 300 employees worldwide, and over 400 Global 2000 Customers and Governmental Agencies, including Bank of America, Citigroup, Empire Blue Cross, Fidelity Investments, The Home Depot, and Lands End.

"Customers want to buy from market leaders," continued David Yockelson "The Information Capture market has needed a supplier with the size and critical mass to lead the market, and this merger has the potential for doing that."

ActionPoint and Captiva have been technology partners since 1998 and benefit from an outstanding record of working together to deliver solutions to their joint customers.
"By merging our resources and experience, we believe the combined company will be able to address a broader market and realize greater growth opportunities than either company could anticipate on its own," said Kimra Hawley, ActionPoint's Chairman. "In addition, ActionPoint's and Captiva's technology, products, and capabilities are very synergistic, which should enable the combined company to quickly benefit from improved operating efficiencies."