By Lisa Kerner
Charlotte, N.C., July 8 - Affiliates of Symphony Technology Group and a company it controls will acquire all of the outstanding shares of MSC.Software Corp. for $7.63 per share in a cash transaction valued at approximately $360 million.
The per-share price is a premium of approximately 13% to the closing price of MSC's stock prior to the merger announcement, MSC said.
"After a careful and thorough review of all strategic alternatives available to MSC, the MSC board of directors has approved this agreement as it represents the best option for our stockholders," MSC interim chief executive officer and president Ash Munshi said in a company news release.
Stockholders - including MSC's largest stockholder, Elliott Associates, LP - representing approximately 14% of the outstanding shares agreed to vote in favor of the transaction.
A $16.8 million termination fee is included as part of the definitive merger agreement, according to a form 8-K filed with the Securities and Exchange Commission.
Elliott Associates also committed to provide debt and equity financing to help finance the transaction, and Wells Fargo Foothill, part of Wells Fargo & Co., and CapitalSource Bank have committed to provide senior debt financing, an MSC news release said.
The transaction is expected to close near the end of the third quarter of 2009 subject to shareholder approval.
MSC, a Santa Ana, Calif., simulation software company, was advised by J.P. Morgan Securities Inc.
Symphony Technology Group is a strategic private equity firm based in Palo Alto, Calif.
| Acquirer: | Symphony Technology Group
|
| Target: | MSC.Software Corp.
|
| Announcement date: | July 8
|
| Price per share: | $7.63
|
| Termination fee: | $16.8 million
|
| Expected closing: | Third quarter of 2009
|
| Stock price of target: | Nasdaq: MSCS: $6.75 on July 7
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