Hyderabad-based Megasoft Limited today announced that it will acquire the Nasdaq-listed Boston Communications Group, Inc for $3.60 per share of BCGI common stock, in cash, for an expected aggregate purchase price of approximately $65 million.

The $3.60 per share price represents a premium of approximately 120 per cent over BCGI''s average closing share price during the 30 days ended 6 July, 2007.

Under the terms of the merger agreement, a subsidiary of Megasoft will commence a tender offer to acquire all of the outstanding shares of BCGI common stock for $3.60 per share in cash. The offer is expected to commence on or before 1 August, 2007, and will expire at midnight on the 20th business day following.

The board of directors of BCGI have recommended that shareholders tender their shares into the tender offer and the members of the board have agreed to tender their shares into the offer.

"This transaction creates significant value for Megasoft shareholders and expands our market and technology leadership in what is one of the most exciting areas of our industry''s transformation: convergent telecom," said GV Kumar, CEO and managing director of Megasoft.

"Megasoft and BCGI link technology with services, thereby creating an exceptional platform to add next-generation, high-value products and strategically position the company for future growth."

"We are extremely excited about this transaction and the resulting benefits to our shareholders, customers and employees," said Joseph Mullaney, chief financial officer and acting chief executive officer of bcgi. "Our shareholders receive immediate and substantial value, with the offer representing a very significant premium over recent trading prices. Our customers gain from the broadened product offerings and combined technology resources of the two organizations, and our employees benefit from the enhanced opportunities in an organization poised to address a broad spectrum of industry and subscriber needs."

"We are pleased to be joining forces with Megasoft, and we expect that the synergies between the two companies will result in substantial growth opportunities," said Ersin Galioglu, chief operating officer of bcgi. We currently operate a technology centre in Hyderabad and look forward to the increased commitment to the region with the proposed merger."

The tender offer will be conditioned upon, among other things, approximately 83 per cent of BCGI''s shares being tendered in the offer based on the number of current shares and is expected to be completed during the third quarter of 2007, subject to customary regulatory approvals and other conditions. The transaction is not subject to a financing contingency. There can be no assurance that the transaction will be approved or consummated.