MSC.Software Announces the Appointment of Two New Directors and the Execution of a Stockholders Agreement with ValueAct Capital
07 December 2004 - 1:00AM
PR Newswire (US)
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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