Symphony Technology Group and Elliott Associates Announce Proposed Acquisition of MSC.Software

Stockholders will receive $7.63 in cash per share in a merger transaction valued at approximately $360 million

PALO ALTO, Calif., July 7 /PRNewswire/ -- Symphony Technology Group (STG), a leading private equity firm, and Elliott Management Corp., a $14 billion private investment firm, today announced that affiliates of STG have entered into a definitive agreement with MSC.Software Corporation (MSC) to acquire all of MSC's outstanding shares in a one-step all-cash merger transaction valued at approximately $360 million. Under the terms of the agreement, MSC's stockholders will receive $7.63 in cash for each share of MSC common stock, representing approximately a 13% premium to the closing price per share of MSC's stock prior to this announcement and approximately a 24% premium compared to the 90-trading day trailing average price per share.

"MSC's offerings are the clear market leading simulation solutions with proven track records of delivering compelling value to customers. MSC has a long history of driving innovation in the design simulation space for multiple industries. Symphony's mission is to be a partner in helping to build great companies and in enabling growth through innovation, so we are very pleased to have the opportunity to build upon the strong franchise that the MSC team has developed over the past 45 years," said Dr. Romesh Wadhwani, Chief Executive Officer and Managing Director of Symphony Technology Group.

"We are very pleased to have facilitated this transaction," said Jesse A. Cohn, Portfolio Manager at Elliott. "This will allow MSC to continue to deliver innovative solutions in the simulation software sector. As significant equity holders in MSC, we will maintain our ownership alongside STG, which has a strong track record of building outstanding software companies."

MSC.Software's Board of Directors has approved the merger agreement and are recommending that stockholders adopt the agreement. In connection with the transaction, stockholders representing approximately 14% of the outstanding shares of MSC, including the company's largest stockholder, Elliott, and all of the company's directors and executive officers, have entered into voting agreements to vote in favor of the transaction. Elliott also has committed to provide debt and equity financing to help finance the transaction. Wells Fargo Foothill, part of Wells Fargo & Company (NYSE: WFC), and CapitalSource have committed to provide senior debt financing.

The MSC transaction is subject to customary closing conditions, including approval of MSC's stockholders and regulatory approvals. This transaction is expected to close near the end of the third quarter of 2009.

Shearman & Sterling LLP served as legal counsel to STG; Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Elliott; and Davis Polk & Wardwell LLP served as legal counsel to MSC.

About Symphony Technology Group

Symphony Technology Group (STG) is a strategic private equity firm with the mission of investing in and building great software and services companies. In addition to capital, STG provides transformative expertise to enable its companies to deliver maximum value to their clients to retain and attract the best talent and to achieve best in class business performance. All STG companies are expected to grow through innovation. STG's current portfolio consists of nine global companies.

About Elliott

Elliott's two funds, Elliott Associates, L.P. and Elliott International, L.P., together have more than $14 billion of assets under management. The funds' investors include institutions, foundations, endowments, pensions, high net worth individuals, and family offices. The 32-year-old trading firm is one of the oldest of its kinds under continuous management.

About MSC.Software Corporation

MSC.Software Corporation (NASDAQ: MSCS) 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.Software works with thousands of companies in hundreds of industries to develop better products faster by utilizing information technology, software, services and systems. MSC.Software employs more than 1000 people around the world. For additional information about MSC.Software's products and services, please visit www.mscsoftware.com.

    Media Contact:
    Carol Sacks
    Tenor Communications
    +1 650.520.8261
    carol@tenorcom.com

Web site: http://www.mscsoftware.com/




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