SANTA ANA, Calif - MSC.Software Corporation (Nasdaq: MSCS), a provider of simulation software and services, announced today that, on September 14, 2009, the MSC Board of Directors received revised offers from private equity firms to acquire all of the issued and outstanding common shares of MSC.
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 7, 2009, the MSC Board of Directors received an offer from private equity firms to acquire MSC for $8.00 per share in cash, subject to certain terms and conditions (the "Prior Offer"). In response to the Prior Offer, on September 14, 2009, an affiliate of Symphony Technology Group ("Symphony") made a substantially equivalent offer to acquire MSC also for $8.00 in cash (the "Symphony Revised Offer"). Shortly thereafter, the parties that made the Prior Offer delivered a revised offer to the MSC Board to acquire MSC for $8.15 in cash, subject to certain terms and conditions (the "New Offer"). After reviewing the New Offer in light of the Symphony Revised Offer, the MSC Board determined that the New Offer constituted a "Superior Proposal" as defined in the Symphony Agreement.
MSC provided notice on September 14, 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 21, 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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