MSC.Software Corporation, a leading global provider of simulation software and services, announced today 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.
About MSC.Software Corporation
MSC.Software Corporation (mscsoftware.com) is a global leader of simulation solutions that help companies make money, save time and reduce costs associated with designing and testing manufactured products. MSC works with thousands of companies in hundreds of industries to develop better products faster by utilizing information technology, software, services and systems. MSC employs more than 1000 people around the world.
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 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 website at 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 website at 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 website at ir.mscsoftware.com/.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding the expected benefits and closing of the proposed merger, the management of the company and the company’s expectations, beliefs and intentions. All forward-looking statements included in this document are based on information available to MSC.Software Corporation on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither MSC.Software Corporation nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond MSC.Software Corporation’s control. These factors include: failure to obtain stockholder approval of the proposed merger; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating the transaction for other reasons; changes in laws or regulations; and changes in general economic conditions. MSC undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to MSC.Software Corporation’s most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.