Simulation software developer MSC.Software has entered into a definitive agreement with affiliates of strategic private equity firm Symphony Technology Group (STG) under which a company controlled by STG will acquire all of MSC’s outstanding shares in a deal valued at approximately $360m (£224.8m).
Under the terms of the agreement, MSC’s stockholders will receive $7.63 in cash for each share of MSC common stock.
This price per share represents approximately a 13 per cent premium to the closing price per share of MSC’s stock prior to the announcement and approximately a 24 per cent premium compared with the 90 trading-day trailing closing average price per share.
MSC’s board of directors has approved the merger agreement and will recommend that stockholders adopt it.
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, will vote in favour of the transaction.
Elliott Associates will also provide debt and equity financing to help finance the transaction.
Wells Fargo Foothill, part of Wells Fargo and Company and CapitalSource Bank, has committed to provide senior debt financing.
The transaction is subject to customary closing conditions, including approval from MSC’s stockholders and regulatory approvals, and is expected to close near the end of the third quarter of 2009.