MNS Msc.Software Corp

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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