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ATG to Acquire Click to Call Leader eSTARA

ATG to Acquire Click to Call Leader eSTARA

ATG and eStara announced that the two companies signed a definitive agreement for ATG to acquire eStara in a stock and cash merger transaction. The closing of the transaction is subject to customary closing conditions, including the approval of eStara's stockholders, and is expected to occur in the fourth quarter of 2006. The transaction is expected to be accretive on a non-GAAP diluted per share basis in the first full quarter following the closing of the transaction.

eStara's market leading Click to Call, Click to Chat and Call Tracking solutions will advance ATG's mission of enabling online sellers to find customers, convert them to buyers and ensure their satisfaction so they become loyal, repeat, and profitable customers.

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eStara's Click to Call solution allows an online consumer to request an immediate call from a salesperson or customer care agent, via the telephone or computer.

"Over the last two years, we have consistently expanded our end-to-end commerce solutions to make it easier for companies to create more relevant interactions across the entire customer life cycle," said Bob Burke, ATG's President and CEO. "eStara solutions fit perfectly with our strategy as they provide an increasingly vital new channel for helping consumers go from browsing to buying. Furthermore, the combination of ATG's on demand initiative with eStara's pure on demand business will accelerate the expansion of our recurring revenue model."

eStara provides technology for some of the world's most recognizable brands including Starwood Hotels, DaimlerChrysler, Dell, Apple Computer, and Continental Airlines. Approximately 350 customers use eStara's technology to increase online sales conversions by up to 50%, reduce Web site and shopping cart abandonment rates by 10-45%, and reduce call handling time by up to 60 seconds.

"We are looking forward to the innovation that a combination of industry leaders can bring to bear in the marketplace," said John Federman, eStara CEO. "By joining forces with ATG, eStara can leverage both companies' combined successes, technologies and best practices to more completely satisfy the needs of online consumers and e-commerce businesses."

Under the terms of the agreement, ATG will acquire all of the outstanding common stock, preferred stock, vested and unvested stock options of eStara for approximately 15.3 million shares of ATG common stock, $2.0 million in cash, and up to an additional $6.0 million in earn-out potential, which implies that the total transaction is valued at up to approximately $48.3 million based on the closing sale price of ATG's common stock as reported on the NASDAQ stock market on September 18, 2006.

eStara grew annual revenue 64% year over year to $7.4 million for full year 2005. Revenue for the first six months of 2006 was $6.5 million. Net income, in accordance with United States Generally Accepted Accounting Principles (GAAP), for full year 2005 was $1 million and $1.3 million for the first six months of 2006.

The merger transaction is designed to be effected as a tax-free reorganization for eStara stock holders and is expected to be accounted for by ATG under the purchase method of accounting.

ATG will host a conference call to discuss the acquisition of eStara today, September 19, 2006 at 10:00 a.m., Eastern time, that can be accessed by dialing (866) 723-3575 (or (706) 634-8872 for international calls) and using conference ID No. 6774675. A live Web cast of the call may be accessed at www.atg.com/investors. In addition, a replay of the call will be available on the company's Web site later in the day.

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