SANTA ANA, Calif - MSC.Software Corporation (NASDAQ: MSCS), a leading global provider of simulation software and services, announced today that on September 8, 2009, the MSC Board of Directors received an offer from a private equity firm to acquire all of the issued and outstanding common shares of MSC at $8.00 per share in cash (the "New Offer"), subject to certain terms and conditions. After reviewing the New Offer, the MSC Board determined that the New Offer constituted a "Superior Proposal" as defined under the Agreement and Plan of Merger among MSC, Maximus Holdings Inc., a wholly-owned subsidiary of Symphony Technology Group ("Symphony"), and Maximus Inc. dated as of July 7, 2009 (the "Symphony Agreement"). Under the Symphony Agreement, Symphony agreed to acquire all of the issued and outstanding shares of MSC at $7.63 per share in cash.
MSC provided notice on September 8, 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 Tuesday, September 15, 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.
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