CIMdata PLM Industry Summary Online Archive

9 September 2009

Acquisition

MSC Software Receives Additional Acquisition Proposal

MSC.Software Corporation announced that on September 8, 2009, the MSC Board of Directors received an offer from a private equity firm to acquire all of the issued and outstanding common shares of MSC at $8.00 per share in cash (the "New Offer"), subject to certain terms and conditions. After reviewing the New Offer, the MSC Board determined that the New Offer constituted a "Superior Proposal" as defined under the Agreement and Plan of Merger among MSC, Maximus Holdings Inc., a wholly-owned subsidiary of Symphony Technology Group ("Symphony"), and Maximus Inc. dated as of July 7, 2009 (the "Symphony Agreement"). Under the Symphony Agreement, Symphony agreed to acquire all of the issued and outstanding shares of MSC at $7.63 per share in cash.

MSC provided notice on September 8, 2009 to Symphony of the MSC Board's determination that the New Offer constitutes a Superior Proposal and of its intention to terminate the Symphony Agreement and enter into a binding written definitive agreement concerning the New Offer after the expiration of the five business day notice period ending Tuesday, September 15, 2009 specified in the Symphony Agreement. Under the Symphony Agreement, Symphony has the right to make a responsive offer prior to the expiration of such five business day-period and MSC may terminate the Symphony Agreement only if the MSC board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that the New Offer continues to be a Superior Proposal in light of any responsive offer.

Important Information for Investors and Stockholders

MSC.Software Corporation has filed a proxy statement with the SEC in connection with the proposed merger under the Symphony Agreement. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain these documents free of charge at the website maintained by the SEC at http://www.sec.gov. In addition, documents filed with the SEC by MSC.Software Corporation are available free of charge by contacting Investor Relations by telephone at (714) 444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2 MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software Corporation's Investor Relations page on its corporate web site at http://ir.mscsoftware.com/.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

MSC.Software Corporation and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of MSC.Software Corporation in connection with the merger proposed under the Symphony Agreement. Information regarding the interests of these directors and executive officers in the transaction described herein is set forth the proxy statement described above. Additional information regarding these directors and executive officers is also included in MSC.Software Corporation's proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2009. This document is available free of charge at the SEC's web site at www.sec.gov, and from MSC.Software Corporation by contacting Investor Relations by telephone at (714) 444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2 MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software Corporation's Investor Relations page on its corporate web site at http://ir.mscsoftware.com/.

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