WESTFORD, Mass. and SAN JOSE, Calif. -- Concerto Software Inc. and Aspect Communications Corporation (NASDAQ: ASPT) today announced a definitive agreement to combine the companies.

Under the agreement, Aspect shareholders will receive $11.60 in cash for each share of common stock, which represents an approximate 15% premium to the average closing price over the last 30 trading days. The holder of Aspect Series B Preferred Stock will receive an equivalent amount of cash per share on an as-converted basis. Based on the number of shares of Aspect common stock, common stock options and Series B Preferred Stock outstanding on July 4, 2005, the transaction is valued at approximately $1.0 billion.

The transaction will form the largest company solely focused on contact center products and services. The merger combines Concerto's leadership in predictive dialing and unified contact center systems with Aspect's leadership in contact center workforce management applications and performance analytics. In addition, led by the companies' innovative traditional voice and voice-over-Internet-protocol (VoIP) automatic call distributors (ACD), the new company will be able to offer a rich product portfolio that includes multi-channel routing, self-service interactive voice response (IVR), Internet contact and virtual contact center capabilities, reporting, monitoring and recording. This portfolio will present customers with both a unified and tightly integrated approach for executing on their customer service, sales and collections strategies.

"With greater resources and scale, we will offer customers a more robust product suite, an expanded services and support infrastructure, and increased investment in research and development - making the new company uniquely positioned to be the contact center solutions provider of choice," said James D. Foy, Concerto's president and CEO. "Concerto has a proven track record of integrating people and products following acquisitions. Given the customer-centric philosophy that Concerto and Aspect share, we anticipate a rapid, successful transition."

"The merger with Concerto is an exciting opportunity to create a new standard of excellence in customer interaction. The contact center market is evolving with the advent of new technologies, like voice over IP, and growing customer demand for reduced complexity and increased capabilities. Together, we will focus on continuing to support our customers today and bringing converged solutions to them as their business needs dictate," said Gary E. Barnett, Aspect's president and CEO. "We are pleased with this outcome. I and other members of the Aspect executive team look forward to being a part of the combined company."

The transaction has been approved by Aspect's board of directors and is anticipated to close as early as September 2005, subject to customary conditions, including regulatory approvals and approval by Aspect shareholders. Upon closing, Aspect will no longer be publicly traded. The new company will be privately held by Concerto's investors, Golden Gate Capital, Oak Investment Partners and management. The chief executive officer and president of the combined company will be James D. Foy.