Affiliates of Symphony Technology Group have entered into a definitive agreement with MSC Software to acquire all of the company’s outstanding shares in a one-step all-cash merger trans
Affiliates of Symphony Technology Group have entered into a definitive agreement with MSC Software to acquire all of the company’s outstanding shares in a one-step all-cash merger transaction valued at approximately USD360m.
Under the terms of the agreement, MSC Software’s stockholders will receive USD7.63 in cash for each share of common stock, representing a 13 per cent premium to the closing price per share and a 24 per cent 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," says Dr. Romesh Wadhwani, chief executive officer and managing director of Symphony Technology Group.
MSC Software’s board of directors has approved the merger agreement and is recommending that stockholders adopt the agreement.
In connection with the transaction, stockholders representing approximately 14 per cent of the outstanding shares of MSC, including the company’s largest stockholder Elliott Associates and all of the company’s directors and executive officers, have entered into voting agreements to vote in favour of the transaction.
Elliott also has committed to provide debt and equity financing to help finance the transaction.
Wells Fargo Foothill and CapitalSource have committed to provide senior debt financing.
