MSC.Software Receives Revised Merger Proposal from third-party private equity firms

SANTA ANA, Calif – MSC.Software Corporation announced today that, on September 21, 2009, the MSC Board of Directors received a revised offer from third-party private equity firms to acquire all of the issued and outstanding common shares of MSC for $8.30 in cash, subject to certain terms and conditions (the “New Offer”).

As previously announced, on July 7, 2009, MSC entered into an Agreement and Plan of Merger among MSC, Maximus Holdings Inc., a wholly-owned subsidiary of Symphony Technology Group (“Symphony”), and Maximus Inc. (the “Symphony Agreement”) under which Symphony agreed to acquire MSC for $7.63 per share in cash. On September 16, 2009, the MSC Board of Directors received a revised offer to acquire MSC for $8.15 per share in cash (the “Symphony Revised Offer”) from an affiliate of Symphony Technology Group (“Symphony”). The Symphony Revised Offer was made in response to a substantially similar offer made on September 14, 2009 by the parties making the New Offer. After reviewing the New Offer in light of the Symphony Revised Offer, the MSC Board of Directors determined that the New Offer constituted a “Superior Proposal” as defined in the Symphony Agreement.

MSC provided notice on September 21, 2009 to Symphony of the MSC Board’s determination that the New Offer constitutes a Superior Proposal and of its intention to terminate the Symphony Agreement and enter into a binding written definitive agreement concerning the New Offer after the expiration of the five business day notice period ending Monday, September 28, 2009 specified in the Symphony Agreement. Under the Symphony Agreement, Symphony has the right to make a responsive offer prior to the expiration of such five business day-period, and MSC may terminate the Symphony Agreement only if the MSC Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that the New Offer continues to be a Superior Proposal in light of any responsive offer.