NWRE Neoware (MM)

KING OF PRUSSIA, Pa., Feb. 16 /PRNewswire-FirstCall/ -- Neoware, Inc. (NASDAQ:NWRE), a provider of enterprise thin client solutions and related software and services, today announced the pricing of a public offering of 3 million newly issued shares of its common stock at $25.25 per share. Neoware has granted the underwriters in the offering an option to purchase up to an additional 450,000 shares to cover overallotments, if any, which the underwriters may exercise within 30 days of the date of the final prospectus supplement. Net proceeds from the offering are expected to be approximately $71.2 million, or $81.9 million if the overallotment option is exercised in full, and are anticipated to be used for general corporate purposes and potential acquisitions. Pending these uses, it is anticipated that the net proceeds will be invested in interest-bearing, investment grade instruments. The offering is expected to close on February 22, 2006. The bookrunning manager for the offering is Lehman Brothers Inc. Canaccord Adams, Harris Nesbitt, Needham & Company, LLC, Oppenheimer & Co. and Boenning & Scattergood are co-managers of the offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The shares of common stock are being offered solely by means of the prospectus supplement and accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from Lehman Brothers Inc., c/o ADP Financial Services, Prospectus Fulfillment, 1155 Long Island Avenue, Edgewood, NY 11717, email: , fax: 631-254-7268. About Neoware Neoware, Inc. is a provider of enterprise thin client solutions and related software and services. Neoware's software powers, secures and manages thin client devices and traditional personal computers, enabling these devices to run Windows(R) and web applications across a network, stream operating systems on demand, and connect to mainframes, mid-range, UNIX and Linux systems. Neoware can be reached via email at . Neoware's global headquarters are in King of Prussia, PA, USA. NOTE: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the completion and timing of the offering and the use of the net proceeds therefrom. These forward-looking statements involve risks and uncertainties. Factors that could cause actual events to differ materially from those predicted in such forward-looking statements include market conditions, potential fluctuations in Neoware's stock price and management's broad discretion over the use of the net proceeds of the offering. Certain of these risks and others are detailed from time to time in Neoware's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K for the year ended June 30, 2005 and its quarterly reports on Forms 10-Q for the quarters ended September 30, 2005 and December 31, 2005. FCMN Contact: awatters@arpartners.com DATASOURCE: Neoware, Inc. CONTACT: Keith Schneck, CFO, of Neoware, Inc., +1-610-277-8300, or

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