Megasoft to acquire bcgi for $65mn

HYDERABAD, India, & BEDFORD, Mass. July 11, 2007 "� Megasoft Limited (BSE Code No.: 532408) and Boston Communications Group, Inc., (Nasdaq: BCGI) today announced a definitive agreement for Megasoft Limited to acquire 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 percent over bcgi's average closing share price during the 30 days ended July 6, 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 August 1, 2007, and will expire at midnight on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission ("SEC").

The Board of Directors of Megasoft and bcgi have unanimously approved the definitive agreement. The Board of Directors of bcgi recommends that shareholders tender their shares into the tender offer. Members of bcgi's 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 center 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 percent 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.

Additional Information

In connection with the tender offer, bcgi expects to file a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the "SEC"). In connection with the proposed merger, bcgi expects to file a proxy statement with the SEC, if required by law. Investors and security holders are strongly advised to read these documents when they become available because they will contain important information about the tender offer and the proposed merger. Free copies of materials filed by bcgi will be available at the SEC's web site at www.sec.gov, or at the bcgi web site at www.bcgi.net and will also be available without charge, by directing a request to bcgi at 55 Middlesex Turnpike, Bedford, MA 01730, Attention: Investor Relations. bcgi and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of tenders or proxies from its shareholders. Information concerning the interests of bcgi's participants in the solicitation is set forth in bcgi's Schedule 14D-9, proxy statement and other public filings with the SEC, and will be set forth in proxy statements relating to any merger, if one is required to be filed, and in the solicitation/recommendation statements on Schedule 14D-9 when they become available.

About bcgi

bcgi delivers innovative products and services that enable mobile operators and MVNOs worldwide to differentiate their offerings and increase market penetration while reducing costs. Founded in 1988, bcgi is a leader in identifying and addressing new market needs with proven solutions, including prepaid and postpaid billing, payments and access management. For more information, visit www.bcgi.net.

About Megasoft

Established in 1994, Megasoft is a transnational intellectual property-driven, product-based technology company that focuses its expertise on the telecom sector. The company provides telecom services throughout the globe under its XIUS brand name. Listed in the Bombay Stock Exchange in India, the company has strong product engineering and product development capacities with CMM Level 5 certification and has operations in the U.S., UK, Singapore, Malaysia and Germany, and in Hyderabad and Chennai in India. Additional information about Megasoft is available at www.megasoft.com and www.xius.com.