GROUPE OPEN : Files a Draft Prospectus for Sylis

Regulatory News:

Groupe OPEN (Paris:OPN) (ISIN: FR 0004050300; listed on the NextEconomy segment; 972-IT services), an IT services company, announces that it has filed today with the AMF (Autorités des Marchés Financiers) a Draft Prospectus (?Projet de note d'information?) to launch a tender offer (The Offer) for all Sylis' shares (ISIN: FR0000038515; listed on the NextEconomy segment – 972- IT services).

This Offer will be made up of:

• Principally, a public tender offer (The Main Offer) at a price of €4.25, representing a 73.47% premium compared to the closing share price on July 4, 2008 and a 55.30% premium compared to the average share price over the past three months.
• And, a secondary tender offer for Sylis' shares (The Subsidiary Offer). Investors will be offered 10 Groupe OPEN shares against 27 Sylis shares, limited to 1,013,607 Sylis shares, representing a 64.78% premium compared to the closing share price on July 4, 2008 and a 51.86% premium compared to the average share price over the past three months.

Thus, Sylis shareholders can choose either to tender their Sylis shares to the Main Offer, or to the Subsidiary Offer, or to combine the Main Offer and the Subsidiary Offer.

Sylis, listed on the Compartment C of NYSE Euronext Paris, is one of the leading French IT services company, with 2007 turnover of €138M and 1,740 employees.

The combination of the two groups would lead to the creation of one of the top 10 French IT services companies with a combined turnover of approximately €325M and more than 4,000 employees. With the support of Sylis' management, the combined group would benefit from strong complementarities, both geographically and in terms of core competencies. This industrial project is fully consistent with Groupe OPEN's strategic plan and its turnover target of €450M by 2010.

The Draft Prospectus (?Projet de note d'information?) in relation to the public tender offer is available on the AMF's website (www.amf-france.org) and also on the company's website (www.groupe-open.com).

Documentation concerning this offer is available free of charge from:

Groupe OPEN
97, boulevard Pereire
75017 Paris

ODDO Corporate Finance
12, boulevard de la Madeleine
75009 Paris

This proposed tender as well as the Draft Prospectus remain subject to AMF approval.

About Groupe OPEN

In 2007, Groupe OPEN (ISIN: FR 0004050300; listed on the NextEconomy segment; 972-IT services), IT services company, reported revenue of €187 million, up 30 % over 2006. The Company has a solid network in France and Spain, as well as offices in England, Canada and Ukraine. In March 2008, Groupe OPEN had 2500 employees. Groupe OPEN is included in the CAC IT and SBF 250 indices.

This press release shall not be distributed or transmitted to any country where such distribution or transmission shall constitute a violation of the applicable laws and regulations including the United States, Canada, Italy and Japan. The distribution of this press release may be subject to restrictions under applicable laws and regulations of some other countries. This press release does not constitute a public tender offer for securities or an offer to buy, sell or exchange (or a solicitation of an offer to sell, buy or exchange) securities in any country, including the United States, Canada, Italy and Japan. Other restrictions are applicable.

Groupe OPEN:
Nicolas Hazout ? Financial communications
Tel : [phone]
[e-mail]
or
Brunswick:
Marie-Laurence Bouchon
Alexandra van Weddingen
Tel : [phone]
[e-mail]