MSC.Software Corp. announced that on September 16, 2009, the MSC Board of Directors received a revised offer from an affiliate of Symphony Technology Group (“Symphony”) to acquire all of the issued and outstanding common shares of MSC for $8.15 per share in cash, subject to certain terms and conditions (the “Symphony Revised Offer”).
On July 7, 2009, MSC entered into an Agreement and Plan of Merger among MSC, Maximus Holdings Inc., a wholly-owned subsidiary of Symphony, and Maximus Inc. (the “Symphony Agreement”) under which Symphony agreed to acquire MSC for $7.63 per share in cash. On September 14, 2009, the MSC Board received an offer from third-party private equity firms to acquire all of the issued and outstanding common shares of MSC at $8.15 per share in cash, subject to certain terms and conditions (the “Third-Party Offer”) and determined that the Third-Party Offer constituted a “Superior Proposal” as defined under the Symphony Agreement.
In response to the Third-Party Offer, on September 16, 2009, Symphony made the Symphony Revised Offer. Pursuant to the Symphony Agreement, 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 Third-Party Offer continues to be a Superior Proposal in light of the Symphony Revised Offer.