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

SANTA ANA - MSC.Software Corporation 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.