MSC.Software Rejects Unsolicited ValueAct Capital Letter and Amends Rights Plan
19 Outubro 2004 - 11:01AM
PR Newswire (US)
MSC.Software Rejects Unsolicited ValueAct Capital Letter and Amends
Rights Plan SANTA ANA, Calif., Oct. 19 /PRNewswire-FirstCall/ --
MSC.Software (NYSE:MNS) today confirmed that a Special Committee
comprised solely of independent directors, along with its
investment bankers, Merrill Lynch & Co., have reviewed the
letter received from ValueAct Capital indicating ValueAct Capital's
interest in sponsoring a going-private transaction of MSC.Software,
contingent upon due diligence, for $9.00 per share in cash. After
careful consideration of the ValueAct Capital letter, the Special
Committee has determined that, at the present time, the course of
action that will best serve the goal of maximizing shareholder
value is to remain focused on resolving the ongoing audit review
process. As such, further consideration of a going-private
transaction sponsored by ValueAct Capital is not in the best
interests of MSC.Software shareholders. The Special Committee also
noted that MSC.Software has not filed financial statements with the
SEC since the period ended September 30, 2003 and that, as a
result, any interested parties would likely not be in a position to
make a credible offer reflective of the fundamental value of the
company at this time. Moreover, without access to financial
information, shareholders are not in the position to accurately
assess the attractiveness of any strategic alternatives. In light
of the company's current situation, the Board of Directors of
MSC.Software has temporarily lowered the trigger point of the
company's Rights Plan from 20% to 12.5%. This lower trigger point
will remain in effect only until 90 days after MSC.Software is
current in its filing requirements with the SEC. The Special
Committee believes that lowering the trigger point of the company's
Rights Plan for a limited amount of time will give added protection
to MSC.Software shareholders until such time as full financial
information regarding MSC.Software is available and the Company is
reporting on a normal basis. About MSC.Software Corporation
MSC.Software (NYSE:MNS) is the leading global provider of
simulation software and services, that helps companies make money,
save time and reduce costs associated with designing and testing
manufactured products. MSC.Software works with thousands of
companies in hundreds of industries to develop better products
faster by utilizing information technology, software, services and
systems. MSC.Software employs more than 1400 people in 23
countries. For more information on MSC.Software please visit
http://www.mscsoftware.com/. DATASOURCE: MSC.Software Corporation
CONTACT: Todd Evans, Corporate Communications, +1-714-445-3066, or
Joanne Keates, Investor Relations, +1-714-444-8551, both of
MSC.Software Web site: http://www.mscsoftware.com/
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