CIMdata PLM Industry Summary Online Archive

29 September 2009

Acquisitions

MSC Software Amends Merger Agreement with Symphony and Announces New Special Meeting Date

MSC.Software Corporation announced that it has entered into an amendment (the “Symphony Amendment”) to the Agreement and Plan of Merger among MSC, Maximus Holdings Inc and Maximus Inc. dated as of July 7, 2009 (the “Symphony Agreement”), pursuant to which Maximus Holdings Inc., a wholly-owned subsidiary of Symphony Technology Group (“Symphony”), has agreed, among other things, to increase the purchase price under the Symphony Agreement to $8.40 per share in cash.

As previously announced, on September 21, 2009, the MSC Board of Directors received an offer from third-party private equity firms to acquire all of the issued and outstanding common shares of MSC at $8.30 per share in cash (the “New Offer”). On September 28, 2009, Symphony delivered to the MSC Board its revised offer to purchase MSC, the terms of which are reflected in the Symphony Amendment.

In light of the Symphony’s revised offer, the MSC Board of Directors determined that the New Offer no longer constituted a Superior Proposal under the terms of the Symphony Agreement and authorized MSC to enter into the Symphony Amendment.

In order to give stockholders sufficient time to consider the amended proposal, the special meeting of the stockholders of MSC previously scheduled for September 30, 2009 has been rescheduled for October 9, 2009. The record date for the special meeting will remain at August 27, 2009. The time and place of the meeting will be announced shortly.

Important Information For Investors And Stockholders

MSC.Software Corporation has filed a proxy statement with the SEC in connection with the proposed merger. 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. 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 http://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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