MNS Msc.Software Corp

MSC.Software Announces the Appointment of Two New Directors and the Execution of a Stockholders Agreement with ValueAct Capital SANTA ANA, Calif., Dec. 6 /PRNewswire-FirstCall/ -- MSC.Software Corp. (NYSE:MNS), the leading global provider of virtual product development (VPD) products including simulation software and services, today announced the appointment of two new members to its board of directors, Gregory P. Spivy and William J. Weyand. In addition, MSC.Software announced the execution of a stockholders agreement with ValueAct Capital. Appointment of Directors Frank Perna, Chairman and CEO of MSC.Software, stated that, "MSC.Software's board of directors determined that it would be beneficial to expand the current five-member board with additional outside directors. Accordingly, we are pleased that Mr. Spivy, who adds a wealth of capital markets experience, and Mr. Weyand, who brings extensive software industry as well as board experience, have joined our board. Their extensive experience will complement our existing board, while we continue to seek additional independent directors to complete the expansion of the board." Mr. Spivy, a Partner of ValueAct Capital, commented that, "We believe in the long-term value of MSC.Software and are pleased to be actively involved in the company. I look forward to working together with the board and the management team to enhance value to all shareholders." Mr. Spivy also serves currently as a director of MSD Ignition and is a former director of Kerr Group, Inc. Mr. Weyand served as Chairman and CEO of Structural Dynamics Research Corporation (SDRC) from 1997 until August 2001. Prior to his employment at SDRC, Mr. Weyand held various executive responsibilities at Measurex Corporation and Cygnet Systems. Mr. Weyand is currently a director of several companies, including Ascential Software, Inc., MSL Ltd. and RiverStone Networks, Inc. ValueAct Capital Stockholders Agreement ValueAct Capital and MSC.Software have executed a stockholders agreement that provides for the expansion of MSC.Software's board of directors to seven seats and the appointment of Messrs. Spivy and Weyand as directors. Both new directors will join the nominating and governance committee and Mr. Weyand will join the audit committee. Under the agreement, as long as ValueAct Capital continues to hold at least 10% of the outstanding stock of MSC.Software, MSC.Software agrees to support the election of Messrs. Spivy and Weyand at each annual meeting of stockholders of MSC.Software. If ValueAct Capital's ownership declines to less than 10%, Messrs. Spivy and Weyand have agreed to withdraw as directors of MSC.Software. In addition, the agreement provides that ValueAct Capital will dismiss its court action against MSC.Software filed on November 4, 2004 in the Delaware Chancery Court. ValueAct Capital also agrees that, until 90 days after the date that MSC.Software resumes filing periodic financial reports with the SEC, it will not acquire or otherwise seek control of MSC.Software, engage in a proxy contest with respect to the election of directors, or take other similar actions. 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 additional information about MSC.Software's products and services, please visit http://www.mscsoftware.com/ . DATASOURCE: MSC.Software Corp. CONTACT: Joanne Keates, Vice President, Investor Relations, MSC.Software, +1-714-444-8551, , Todd Evans, Media Relations, MSC.Software, +1-714-445-3066, or Web site: http://www.mscsoftware.com/

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