Symphony Technology Group and Elliott Associates Announce Proposed Acquisition of...

Symphony Technology Group and Elliott Associates Announce Proposed Acquisition
of MSC.Software
Stockholders will receive $7.63 in cash per share in a merger transaction
valued at approximately $360 million

PALO ALTO, Calif., July 7 /PRNewswire/ -- Symphony Technology Group (STG), a
leading private equity firm, and Elliott Management Corp., a $14 billion
private investment firm, today announced that affiliates of STG have entered
into a definitive agreement with MSC.Software Corporation (MSC) to acquire all
of MSC's outstanding shares in a one-step all-cash merger transaction valued
at approximately $360 million. Under the terms of the agreement, MSC's
stockholders will receive $7.63 in cash for each share of MSC common stock,
representing approximately a 13% premium to the closing price per share of
MSC's stock prior to this announcement and approximately a 24% premium
compared to the 90-trading day trailing average price per share.

"MSC's offerings are the clear market leading simulation solutions with proven
track records of delivering compelling value to customers. MSC has a long
history of driving innovation in the design simulation space for multiple
industries. Symphony's mission is to be a partner in helping to build great
companies and in enabling growth through innovation, so we are very pleased to
have the opportunity to build upon the strong franchise that the MSC team has
developed over the past 45 years," said Dr. Romesh Wadhwani, Chief Executive
Officer and Managing Director of Symphony Technology Group.

"We are very pleased to have facilitated this transaction," said Jesse A.
Cohn, Portfolio Manager at Elliott. "This will allow MSC to continue to
deliver innovative solutions in the simulation software sector. As significant
equity holders in MSC, we will maintain our ownership alongside STG, which has
a strong track record of building outstanding software companies."

MSC.Software's Board of Directors has approved the merger agreement and are
recommending that stockholders adopt the agreement. In connection with the
transaction, stockholders representing approximately 14% of the outstanding
shares of MSC, including the company's largest stockholder, Elliott, and all
of the company's directors and executive officers, have entered into voting
agreements to vote in favor of the transaction. Elliott also has committed to
provide debt and equity financing to help finance the transaction. Wells Fargo
Foothill, part of Wells Fargo & Company (NYSE: WFC), and CapitalSource have
committed to provide senior debt financing.

The MSC transaction is subject to customary closing conditions, including
approval of MSC's stockholders and regulatory approvals. This transaction is
expected to close near the end of the third quarter of 2009.

Shearman & Sterling LLP served as legal counsel to STG; Paul, Weiss, Rifkind,
Wharton & Garrison LLP served as legal counsel to Elliott; and Davis Polk &
Wardwell LLP served as legal counsel to MSC.

About Symphony Technology Group
Symphony Technology Group (STG) is a strategic private equity firm with the
mission of investing in and building great software and services companies. In
addition to capital, STG provides transformative expertise to enable its
companies to deliver maximum value to their clients to retain and attract the
best talent and to achieve best in class business performance. All STG
companies are expected to grow through innovation. STG's current portfolio
consists of nine global companies.

About Elliott
Elliott's two funds, Elliott Associates, L.P. and Elliott International, L.P.,
together have more than $14 billion of assets under management. The funds'
investors include institutions, foundations, endowments, pensions, high net
worth individuals, and family offices. The 32-year-old trading firm is one of
the oldest of its kinds under continuous management.

About MSC.Software Corporation
MSC.Software Corporation (Nasdaq: MSCS) is a global leader of simulation
solutions that help 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 1000 people around the world. For
additional information about MSC.Software's products and services, please
visit www.mscsoftware.com.

Media Contact:
Carol Sacks
Tenor Communications
+1 650.520.8261
carol@tenorcom.com

SOURCE Symphony Technology Group

Carol Sacks of Tenor Communications, +1-650-520-8261, carol@tenorcom.com, for
Symphony Technology Group