Megasoft commences cash tender offer for shares of Boston

Hyderabad, July 31 (UNI) Megasoft Limited today announced that its direct wholly-owned subsidiary, Tea Party Acquisition Corporation, has commenced its tender offer for all outstanding shares of Boston Communications Group Inc at a price of US Dollar 3.60 net per share in cash.

Megasoft and BCGI previously announced on July 11, 2007 that they had reached a definitive merger agreement for Megasoft to acquire BCGI, according to a release here today.

The Board of Directors of BCGI had unanimously determined that the terms of the offer, the merger and the other transactions contemplated by the merger agreement were advisable to the shareholders of BCGI and fair to and in the best interests of BCGI and its shareholders, adopted the merger agreement and approved the transactions contemplated thereby, including the offer and the merger and recommends that the shareholders of the company accept the offer and tender their shares in the offer.

There was no financing condition to the tender offer and the tender offer was subject to certain conditions set forth in the Offer to purchase including a minimum condition relating to the number of shares tendered in the tender offer, the release added. UNI