MSC.Software Announces Agreement to be Acquired by Symphony Technology Group

Stockholders Will Receive $7.63 in Cash Per Share With Total Transaction Valued At Approximately $360 Million.

SANTA ANA, Calif - MSC.Software (Nasdaq: MSCS), a leading global provider of simulation software and services, today announced that it has entered into a definitive agreement with affiliates of Symphony Technology Group (STG) under which a company controlled by STG will acquire all of MSC's outstanding shares in a one-step 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. This price per share represents 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 closing average price per share.

"After a careful and thorough review of all strategic alternatives available to MSC, the MSC Board of Directors has approved this agreement as it represents the best option for our stockholders," said Ash Munshi, Interim Chief Executive Officer and President of MSC. "This decision is the culmination of a long process of review and examination, and in addition to maximizing value for our stockholders, provides excellent opportunities for our employees and customers."

"This transaction will allow the company to stay focused on delivering leading simulation solutions. We are pleased that Symphony has recognized MSC's success to date and look forward to this next stage in the company's life," continued Mr. Munshi.

"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.

MSC's Board of Directors has approved the merger agreement and will recommend 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 Associates and all of the company's directors and executive officers, have entered into voting agreements to vote in favor of the transaction. Elliott Associates has also committed to provide debt and equity financing to help finance the transaction. Wells Fargo Foothill, part of Wells Fargo & Company (NYSE:WFC), and CapitalSource Bank have committed to provide senior debt financing.

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

J.P. Morgan Securities Inc. is acting as financial advisor to MSC in connection with the transaction.