MSC.Software Corporation, a leading global provider of simulation software and services, announced today that, at MSC's special meeting of stockholders held today, a majority of its shares have been voted to adopt the Agreement and Plan of Merger among MSC, Maximus Holdings Inc. and Maximus Inc. (the "Merger Agreement"), dated July 7, 2009, as amended.
The transaction is expected to be completed on Tuesday, October 13, 2009, subject to the satisfaction or waiver of certain closing conditions. Under the terms of the Merger Agreement, MSC stockholders will be entitled to receive $8.40 per share in cash for each share of MSC's common stock, without interest.
MSC stockholders of record as of the close of business on August 27, 2009 were entitled to vote at the special meeting.
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 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.